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When faced with the impending end of the world, there are lots of appropriate responses. One might wallow in abject despair, collapsing in the corner in a wretched ball of sobbing sorrow, lamenting all that could have been: perfectly acceptable way to meet Armageddon, no two ways about it. One might attempt some sort of last-minute, all-or-nothing push to save the day, giving every plan a shot, regardless of how far-fetched: if you have nukes, this is probably where you wanna use ’em. Will turning on every fan in the world blow the asteroid back into space? You won’t know ’til you try it. If you’re gonna go down with the ship, after all, make it count.

One might use the threat of upcoming doom as impetus to attempt things one’s never tried: after all, if the world is ending at noon, why not try deep-sea diving at 11? If you really like drugs, sex, video games, movies, chocolate, whiskey or huffing oven cleaner, there’s no better time to indulge than right before the whole world goes up in flames, right? Bottoms up, sport! Alternately, the overly pious and religious might use the countdown as an opportunity to double-down on their faith, making sure that they’re as “nearer their God to Thee” as possible.

Writer-director Lorene Scafaria’s Seeking a Friend For the End of the World (2012) showcases all of these possible reactions to an imminent extinction-level event but there’s one possible angle that the film is much more interested in: the need for closure and the quest for true love in the twilight hours of humanity’s stint on this big, ol’ ball of water, rock and air. With only days to live, would you try and make the most of the life you have or take a wild shot at getting the life you always wanted but we’re too afraid to go for?

SAFFTEOTW begins, ironically enough, with humanity’s ultimate end: a last-ditch effort to divert a massive asteroid’s collision course with Earth has failed and we are, to put it quite rudely, massively fucked. In three weeks, the enormous space rock will pulverize our former home planet, turning it (and us) into so many cosmic memories. There are no second, third or fourth chances, no last quarter Hail Marys or hope for intergalactic intervention: this is the way the world will end…with a big, ol’ “bang” and a cut to black.

As the denizens of Earth rush about, doing all of those last-minute things that we previously mentioned, we’re introduced to mild-mannered office drone, Dodge Petersen (Steve Carell). His wife, Linda (Carell’s real-life wife, Nancy), has just left Dodge after receiving the thoroughly bleak news about humanity’s future. Stunned into a sort of blank acceptance, Dodge continues to putter about the remains of his life, even as everyone around him indulges their whims to the best of their abilities.

Dodge’s time to stretch his wings comes soon enough, however, when he ends up in the orbit of his quirky neighbor, Penny (Keira Knightley). Not only is Penny one of those vaunted “Manic Pixie Dream Girls” that will kick-start Dodge out of his boring rut, she also holds the keys to his (assumed) happiness in another major way: she’s been collecting his mail for years and one of the letters just happens to be from his long-ago girlfriend/one-that-got-away Olivia. Seems that Olivia wrote him a note a few months back in which she explained how Dodge was the love of her life and she regretted letting him go. For our hapless hero, that’s all the information he needs in order to undertake a mission to reunite with Olivia and find true love in the waning hours of our collective existence.

As is always the case, however, this is easier said than done. Once Dodge and Penny hit the road together, they’ll have the usual adventures (an esctacy-fueled orgy in an Applebees-type family restaurant is an easy highlight), meet the usual quirky people (CSI’s William Petersen has a blast as a weirdo trucker, in one notable instance, while the party scene is stuffed to bursting with comedians like Amy Schumer, Rob Croddry and Patton Oswalt), learn the usual life lessons (sometimes, what you really need is right under your nose the whole time) and learn what it means to truly be happy.

Full disclosure: I’ve never been the biggest fan of either Steve Carell or Keira Knightley. In Carell’s case, I’ve found the actor to be distressingly one-note: as far as I’m concerned, most of his roles are just variations of his Michael Scott character from The Office, including his much vaunted “serious” turn in Foxcatcher (2014). I was never particularly charmed by indie-efforts like The 40-Year-Old Virgin (2005), Little Miss Sunshine (2006) or Dan in Real Life (2007), while films like the Get Smart (2008) remake, the Ron Burgundy films and the Despicable Me flicks really aren’t in my wheelhouse.

Ditto for Knightley, who always strikes me as embodying the worst excesses of the “Manic Pixie Dream Girl” trope: regardless of the film, Knightley has a particular gift for letting her “quirky” persona overpower the proceedings, similar to someone like Zooey Deschanel. While I’ve seen performances of hers that were less grating (such as The Imitation Game (2014)), I’ve never really been fully on board.

To my immense surprise, then, Scafaria’s low-key dramedy (with much more emphasis on the drama than the comedy) not only presented performances from Carell and Knightley that were tolerable, it offered performances from the two that I genuinely enjoyed and got behind. Quite frankly, the two are pitch-perfect in the film, handily portraying characters that are equal parts damaged-goods and hopeful human beings. There’s a sense of world-weariness to Carell’s performance that’s perfectly balanced by Knightley’s acid-tinged optimism: too much of one or the other might have tipped the scales but the co-stars end up providing the best kind of checks-and-balances on each other’s performances.

For an actor that’s made a cottage-industry out of portraying lovable doofuses, Carell’s performance as Dodge marks one of the few times (for me, at least) where I actually like the character he’s portraying. Dodge isn’t perfect, mind you, but that’s part of the charm: he’s a (generally) nice guy who has made a few bad decisions, over the years, but who still takes a real “do no harm” view of society. The impending end of the world might have made him angry, depressed, or even selfish: any and all are perfectly acceptable outcomes. At the end of the day, however, Dodge is just a pretty normal dude who makes some pretty hard decisions and there’s nothing about that that’s hard to relate to.

For her part, Knightley’s Penny serves as the perfect foil for Dodge’s rather glum straight arrow. She’s quirky, yes, but not in the outrageously showy, self-centered way that…well, that previous Knightley performances were. There’s an underlying sadness and reliance to Penny that’s as much a by-product of Knightley’s performance as it is Scafaria’s script. Whereas similar films might try to shove Penny’s square peg into a round hole, Knightley grounds her just enough to make her seem like a genuine rebel rather than an obnoxious attention-seeker. She also expertly conveys Penny’s growing attraction to Dodge, a relationship that’s pretty much a foregone conclusion yet one that’s still allowed a little room to breathe and grow.

The one thing that I fully expected going into Seeking a Friend For the End of the World was a full-on goofy affair, full of silly, broad characters, pratfalls and endless dismayed looks from Carell (patent pending): what I ended up with, surprisingly, was the exact opposite. Rather than a loud, blaring multiplex “adventure,” SAFFTEOTW is a relatively low-key, morose affair, full of subtly strange characters, odd situations and some surprisingly astute commentary on human foibles. To be honest, the film is much more drama than comedy: even the film’s obvious comic setpieces, like the aforementioned restaurant bacchanalia or the house party, are shot through with just as much melancholy and quiet sense of loss as they are outrageous knee-slappers.

Ultimately, Scafaria’s end-of-the-world rom-com is a pretty rare bird: a mainstream, wide-release, popcorn flick with a big heart, sly sense of humor and bittersweet tone that never panders to its audience, yet manages to be both fun and thought-provoking. There’s an honesty and sadness to the film that you just don’t see in these kinds of things (suffice to say that the ending compromises nothing and gives not one inch on the film’s overall thesis): it’s the very epitome of “laughing through the tears” and, without a doubt, one of the film’s greatest strengths.

From the outside, Seeking a Friend For the End of the World might look like a dozen other films but it’s got a secret weapon that none of the others possess: it genuinely cares about the characters that haunt its reels and it wants you to genuinely care about them, too. In an all too disposable culture, that’s a pretty tall order for a romantic-comedy. Scafaria understands, however, that this is probably how the world will end: with a little hand-wringing, some quiet resolution and, hopefully, a bit of true love.