Michael Showalter's directorial debut is an immodestly refreshing crash course in modesty. CPA Elliot Sherman (Showalter) is the self-described "Baxter"—one of those "old-fashioned" chaps, all tweed and punctilio, whose filmic fate is to get thrown over by the girl as she navigates a course for her one true love. The damsel in question is fashion mag editrix Caroline Swann (Elizabeth Banks), whose appearance in Elliot's office kicks off a whirlwind romance, albeit a whirlwind so chastely spun that the raciest glimpse is of the two of them reading contentedly in bed.
"Caroline and I began courting exclusively," Elliot notes with prim satisfaction, but as their nuptials approach, he's hit by a blast from her past: Bradley (Justin Theroux), Caroline's high school sweetheart, reappears, a worldly adventurer-millionaire (he's made his fortune in . . . geodes) who instantly dazzles everyone he meets. Distraught, Elliot connects with a dewy temp named Cecil Mills (Michelle Williams), a Minnesota transplant whose dreams of chanteuse glory are kept in check by a bad case of stage fright.
A sign of The Baxter's charm is that it's essentially spoiler-proof: We know from the get-go which couples will pair off, and the pleasures lie in the spring-stepped vibe, the natty throwback wardrobe, and the intricate goofball patter. (The film's also a gentle valentine to Brooklyn, with enough digs to satisfy even those immune to the borough's charms.) Showalter's a Stella star and State's-man, but happily The Baxter never feels like a string of sketches. There are occasional, successful forays into physical comedy—a zippy hide-the-girl scene, Bradley's ludicrous breakdancing demonstration—but the stress is less on comic flagellation (what's come to be the standby of the Ferrell-Stiller axis) than on verbal dexterity and potent whimsy. Despite a wedding crash, The Baxter nods to better-behaved comedies of the past. Fittingly, time is unstable: At numerous points, Showalter leapfrogs crucial scenes, only to track back and fill in the details, giving the film a surface vigor.
Elliot's voice—both in narration and dialogue—is as idiosyncratic as it is perfectly pitched. With traces of a lisp, he's ever on the verge of petulance, yet manages to elicit sympathy for his second-lead status. He thinks Cecil sings like an angel—and then compares her to "a purple sandpiper or red-breasted grosbeak," and the precision in those syllables is priceless.
The Baxter has a high huggability quotient, but the points of the central love triangle are pricklier than one might expect. Elliot's button-down mind values compromise, safety, and the paid vacation, and can't abide any disruption of the status quo; blue-eyed blue blood Caroline alternates smiles with hissy fits; Bradley is moody and manipulative (or is it that his moodiness is manipulative?). If Caroline and Bradley are ultimately caricatures who deserve each other, at least they're fun to watch. Theroux steals every scene he's in, exuding globe-trotting machismo (last known residence: Lillehammer), salt-of-the-earth appeal (he spearheads an inscrutable drinking game), and a precisely deployed sensitivity (he spouts a phrase from Keats—then cites it). Only a true Baxter would let his rival hog the best lines.