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It is impossible to get enough of Michelle Williams, and director-writer Sarah Polley's "Take This Waltz" provides plenty of emotional moments for this enormously gifted actress to chomp onto.

Alas, there's also a lot of murky character development, uncertain motivations and elliptical dialogue along the way.

Williams plays Margot, a Toronto woman in what seems to be a happy marriage to Lou (Seth Rogen), a cookbook author. Polley depicts the couple as affectionate, if a bit eccentric in displaying it — they have a little game of joking about the horrifically violent things they would do to one another in the name of love.

Then Margot meets Daniel (Luke Kirby), a rickshaw operator who paints in his spare time. He's hunky, sensitive and living just across the street. He's also seemingly available any time Margot is feeling lonely, or emotionally deprived, as Lou labors on his chicken cookbook. And while Margot is never unfaithful to Lou in any physical sense, in her head and heart she's dangerously close to the boundary line.

As the movie progresses and Margot tries to move on with her normal life — which includes nights in bed with Lou and daytime outings with his recovering-alcoholic sister, Geraldine (comic Sarah Silverman, in a surprisingly moving performance) — she becomes an increasingly infuriating character, sending mixed signals to Daniel and to herself. Her dithering, though, isn't calculated, but a natural outpouring of her confusion between her head and her heart.

Polley, a familiar face as an actress from her childhood days (remember "Avonlea"?) to grown-up roles in Zack Snyder's "Dawn of the Dead" remake and a slew of indie films, made an assured directorial and screenwriting debut with "Away From Her" (2006), a mature look at a long-married couple (Julie Christie, Gordon Pinsent) dealing with her encroaching Alzheimer's.

This time around, she strives to show her characters in completely unromanticized settings (such as the women's locker-room shower where Margot and Geraldine talk about their lives while completely naked, along with a group of obese elderly swimmers). But, too often, Polley lets her oblique dialogue and self-consciously arty compositions get the better of her.

Williams pulls "Take This Waltz" back from the brink, capturing Margot's insecurity and her need for love with subtle gestures and her infinitely expressive face. She manages the tough trick of making Margot's inaction seem fascinating.

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'Take This Waltz'

Michelle Williams brings genuine emotion to a confounding character in this romantic drama.

Where • Broadway Centre Cinemas.

When • Opens Friday, July 20.

Rating • R for language, some strong sexual content and graphic nudity.

Running time • 116 minutes.