TELLURIDE – Over a small number of films, Elle Fanning has displayed a transcendent range that many would argue has surpassed the talents of her better-known sister Dakota.  In Sally Potter's "Ginger and Rosa," a new drama that premiered Friday at the 39th Telluride Film Festival, the 14-year-old actress once again impresses.  This time she makes a mature leap by enveloping herself in a character thee years her senior.  Unfortunately, the rest of the Potter's endeavor is a ponderous mess that negates the best aspects of Fanning's performance.

Potter’s original drama begins with archive footage of a nuclear bomb detonating. It then cuts to a panning shot of the same destruction that ravaged Hiroshima in 1945.  The next image the audience sees is a hospital ward in England, also in 1945, where two mothers are giving birth. And, it turns out, they are giving birth to two girls on the same day at the same time.  Through a quick montage we soon discover these girls are Ginger (Fanning) and Rosa (newcomer Alice Englert) and as the years pass and the picture jumps ahead to 1962 they appear to be the best of friends.  Beware, however, all is not what it seems.  Rosa has an unpredictable wild streak (hint: no doubt caused by her abusive father who abandoned her as a child).  Ginger, on the other hand, is the smiling and energetic daughter of Natalie (Christina Hendricks with a fine British accent) and Rowland (Alessandro Nivola).  We soon discover that Rowland is something of a professional philosopher who believes in breaking down the confines of civilization by rebelling against the establishment (he also constantly wear black head to toe to reinforce to the audience that he's pretty “radical” beliefs for the early ‘60s).  Ginger adores her too cool for school father and dreams of one day being a poet.  On the other hand, she despises her mother possibly because she's not as cool as dear old dad, because she gave up painting when she was born, because she can’t stop dad from cheating on her or the fact Ginger's BFF Rosa hates her own mother. As with many specific character motivations in the picture, it’s never really clear.

Before much of the conflict begins, the first 20 min of the film or so find Ginger and Rosa rebelling in their own adolescent way. Skipping school and heading to the ocean. Making out with a chorus line of different boys. Taking joyrides with strangers. Obviously, Rosa is more suited to this dangerous lifestyle (we knows this because she can chain smoke like a sailor and Ginger can't take a puff without gagging).  Unlike the increasingly dour Rosa, Ginger finds joy and support in her godfathers (an unspoken gay couple played by Timothy Spall and Oliver Platt) and their new radical American friend (Annette Bening).  Why this friend is visiting England for an extended period is also never explained, but she’s an awfully convenient device for a number of scenes.

As the film’s story meanders on, Ginger becomes preoccupied with the fear of nuclear Armageddon and the looming Cuban Missile Crisis only exacerbates her stress. Concurrently, Rosa has no qualms about seducing Rowland who has separated from Natalie and moved into a rundown flat that seems to make him more attractive to ladies of all ages.  Ginger can easily deduce what Rosa is up to, but for some reason does nothing to confront her friend about it until it's too late.  This plotline becomes the centerpiece of the film's third act as the picture descends into artfully filmed soap opera.  More disturbingly, Ginger’s silence also doesn’t seem to ring true to the blunt and too smart for her own good character the audience has engaged with for most of the film.

Potter is best known for her 1992 breakout "Orlando," but has generated critical discussion with 2004’s “Yes” and 1997’s “The Tango Lesson.” She’s recruited a fine cinematographer in Robbie Ryan (“Fish Tank”) and without a doubt the most impressive cast of her career.  Unfortunately, the story and her direction just don’t jell.  For a filmmaker who has seemed intent on breaking cinematic cliches throughout her career “Ginger and Rosa’s” script is just one big unpleasant jumble of them.  When Rowland turns to Ginger at the end of the film and says, “I’m sorry” you wonder if he’s not just talking to his daughter, but to the audience for having sat through it all.

As for acquisition prospects, “Ginger” has enough indie names and cache to generate a domestic pickup of the IFC Films or Magnolia variety.  Any art house release, however, will be short and sweet with a majority of the film’s revenues destined from VOD.

“Ginger and Rosa” is also scheduled to screen at the Toronto International Film Festival and the New York Film Festival.