HBO's "Mildred Pierce" suffers from an embarrassment of context.
 
On its surface, "Mildred Pierce" is the story of a woman who struggles to keep her family afloat in Depression Era Los Angeles by opening a small restaurant, all the while enabling a monster of a daughter and a slew of variably worthy men.
 
It's simple. It's fairly straight-forward. And if you just viewed "Mildred Pierce" in terms of its plot, it's not especially worthy of six hours of HBO programming space.
 
But from there, many viewers will bring things to the table.
 
"Mildred Pierce" is based on a 1941 novel by James M. Cain, who also wrote the source material for "Double Indemnity" and "The Postman Always Rings Twice." Even if you haven't read Cain's book, his mere name brings baggage and expectations. 
 
"Mildred Pierce" was then adapted for the big screen in 1945 by Michael Curtiz and even if the film itself doesn't carry over baggage and expectations, Joan Crawford's larger-than-life performance in the title role certainly does.
 
And if previous incarnations of the story don't carry enough weight, HBO's "Mildred Pierce" has been adapted for the small screen by Todd Haynes, whose body of work -- from "Superstar: The Karen Carpenter Story" through "Poison" and "Safe" and "Far From Heaven" and "I'm Not There" -- marks him as perhaps his generation's most intellectually rigorous filmmaker, a writer and director whose work is often difficult to fully digest on single viewings.
 
Presumably there will be some viewers who just come to "Mildred Pierce" as an HBO prestige project and somehow carry no previous experience with the story and also carry no previous experience with Haynes and his recurring preoccupations. I really don't have a clue how those viewers will react. Similarly, I can't say how you're react if you've only seen Curtiz's film, if you've only read Cain's novel or if you're a devoted Todd Haynes fan who somehow lands on this miniseries unspoiled. Most viewers will probably arrive with select bits and pieces of context and each reaction will be different based on what is brought to the table.
 
So I can only approach "Mildred Pierce" with a full smorgasbord of weighted context: I appreciate, but don't especially love Haynes' filmography. I've seen the Curtiz film a couple times, but probably not for many years. And even though I had my HBO screeners in an envelope beneath my TV, I couldn't watch the miniseries until I finished reading the book. 
 
It's from that context that I'm coming to the miniseries and from that context that my overall sense of appreciative disappointment arises. 
 
"Appreciative disappointment" is not a normal reaction, but perhaps it's the logically tempered, confused response to "Mildred Pierce," a response that most viewers probably won't replicate unless they come to the miniseries via exactly the path I took...
 
Thoughts on "Mildred Pierce" after the break...
 
"Mildred Pierce" begins in 1931 with bored Glendale housewife and semi-professional baker Mildred (Kate Winslet) making the impulsive decision to kick her disappointing and disappointed husband (Brian F. O'Byrne) to the curb. Of course, Mildred is quick to learn that deciding to be a single mother at the start of the Depression isn't necessarily a breeze and she's soon investigating the career and romantic paths that might allow her to maintain her position in society. It doesn't help that while one of her kids -- Quinn McColgan's Ray -- is a normal, amusing little girl, her older daughter Veda -- Morgan Turner and then Evan Rachel Wood -- is an affected nightmare, an aggressively upwardly mobile and hyper-entitled brat.
 
Fans of Haynes' work will be fast to tie "Mildred Pierce" in with "Safe" and "Far From Heaven" as another chapter in the filmmaker's through-the-decades chronicle of the expectations and aspirations of the upper-middle-class suburban housewife. Mildred is infected with a similar thematic malaise to the ones that cause such discomfort and unrest for Julianne Moore's Carol and Cathy as they sought stability and autonomy in the '50s and '90s respectively. None of the characters are explicitly feminists or firebrands, but all three women know that they're out-of-place and that they need to act out. 
 
Guess what? In Recession Era America, "Mildred Pierce" still feels relevant. Shocking, right?
 
"Mildred Pierce" is so utterly in keeping with the feminist spine of Haynes work that there will be a rush in some circles to attribute the miniseries' narrative thrust entirely to Haynes. One could almost splice "Mildred Pierce" together with "Safe" and "Far From Heaven" as an "Hours"-style Franken-drama.
 
But if a possessionary credit is owed, it belongs to James M. Cain and to Mildred's actual kinship with fellow trapped women Phillis Dietrichson and Cora Smith from "Double Indemnity" and "The Postman Always Rings Twice." Haynes' "Mildred Pierce" is so utterly indebted to to Cain's "Mildred Pierce" that the miniseries felt to me almost like another of Haynes' frequent intellectual experiments.
 
My problem with Haynes and my respect for Haynes have always stemmed from the same place: His frightening intelligence. He sets projects for himself and those projects all feel right on the edge of being two-hour grad school essays in cinematic form. Thanks in large part to Dennis Quaid, I found a heart to the cubic Sirk-onia homage of "Far From Heaven," but even as a dedicated Bob Dylan fan, I found "I'm Not There" to be a thesis statement in search of a film.
 
In some ways, Haynes' approach to "Mildred Pierce" is comparable to Gus Van Sant's ultra-post-modern (and completely unnecessary) Xerox of "Psycho." Van Sant didn't want to retell the story of "Psycho." He wanted to show how a slavish mimeograph of the original produced different feelings and undertones when repurposed in a different context. Van Sant failed (utterly), but I've always thought that he didn't get enough credit for the loopy mind-game at the root of his "It's the same, but it's different" gambit. Too many people gave up their analysis with "The 'Psycho' remake failed because it was idiotic to remake 'Psycho'" and didn't delve into why  what was an empirically perfect copy -- other than cow dreams and a masturbating Norman Bates -- failed to generate anywhere near the same impact.
 
Haynes and co-writer Jon Raymond haven't adapted Cain's novel so much as they brought the book on-set as a shooting script. Incident for incident, the book and the miniseries are nearly identical. A few scenes were trimmed, but nothing that I missed. A couple conversations were squished together or rearranged, but not dramatically. I wouldn't want to say with utter conviction that Haynes and Raymond didn't create a single new scene from whole cloth, but I'd wager the additions could be counted on one hand.  The dialogue isn't all verbatim, but it often is and when it's been altered, most of the tweaks are cosmetic. I have no trouble believing that the same filmmaker who said "Wouldn't it be amusing to make a Douglas Sirk movie in 2002?" and "Wouldn't it be funny to make a Bob Dylan biopic in which each chapter of his life features a different actor in the lead role?" would be similarly inclined to think, "Can I take this Cain novel and adapt it without alteration and still make it feel modern?"
 
Any work of adaptation is primarily about making choices. What to take out? What to add in? How to structure a story for a different medium. Haynes' choice was not to make any choices and HBO's choice was to enable him with a six-hour running time. When "Mildred Pierce" was adapted in 1945, the book's thin plot was conquered by introducing a murder-driven framing device and darkening the moral shading so that where once Cain drafted differing tones of gray, Curtiz worked in black-and-white.  By going literal, Haynes enhances the grays, embellishes the ambiguities and doesn't shy from exactly how little is actually going on in the story. There's no reason why this "Mildred Pierce" couldn't have followed the same four-hour structure that HBO employed on "Empire Falls," except that then Haynes would have needed to make a few little choices, rather than choosing everything. 
 
If you haven't read the book, none of this will make a lick of difference to you. The story will probably feel drawn out, but I highly doubt that it will feel as stifling as it felt to me. It wasn't that I knew what was going to happen in every scene. I like reading books before seeing movies and I'm perfectly capable of loving even the most point-for-point of adaptations. It was more that in addition to knowing what was coming, I knew how it was going to come. Just as the dialogue from the book became the dialogue from the script, the rest of the text became stage directions and camera directions. Much of the pleasure of reading a book and then seeing the movie is that eternal question of, "How will the filmmaker pull off..." insert your favorite scene, your favorite character and your favorite line. The answer with "Mildred Pierce" is "With entirely too much ease at every turn." The only thing Haynes doesn't pull off comparably is the pacing, as you could pretty much read "Mildred Pierce" in the time it takes to watch the miniseries and I'd praise the sense of momentum in the book over the movie.
 
The things that work in "Mildred Pierce" deserve praise without hesitation. 
 
Kate Winslet's Emmy win is a foregone conclusion and will be well-deserved. None of the archness that characterized Crawford's Oscar-winning performance and which also characterized Winslet's ridiculous Oscar-winning performance in "The Reader" is in evidence here. The book sees into Mildred's mind and perhaps de-mystifies her a little too much, while Winslet's performance captures this woman's struggle and her confusion in trying to make her own way in a world not designed to fit the needs of single, 30-something moms. 
 
In Winslet's interactions with the two Vedas -- Turner excellent for three installments, Wood simultaneously more nefarious, but also more human for two -- you're supposed to see the halting answers to the miniseries' big question: How does a mother like Mildred end up with a daughter like Veda and then how does that mother end up blind to her daughter's increasingly monstrous behavior? 
 
Veda is every choice that Mildred has ever made reflected back through a funhouse mirror, but also additionally warped and distorted by the unique conditions of the Depression. One of the most distinctive things about the book, something Haynes mimics in the movie to some degree, is that the entire story is told through a prism in which Veda's every word and every action is malevolent and ill-intentioned and every action Mildred takes, at least initially, appears to be selfless. Ideally you should get to the end and think back over Veda's behavior and Mildred's behavior and realize that they aren't so different, or at least that's what Veda would have us believe. We're just complicit in Mildred's survive-at-any-cost drive, while Veda is intentionally left a mystery to us. Because she's ostensibly relatable, we can surmise that we understand Mildred's motivations, but we're denied any special insight into Veda's view of things. Wood has the miniseries' most challenging role in this respect and she showcases just enough cracks in Veda's facade that it wouldn't be surprising to see her accepting an Emmy as well.
 
The miniseries' three main male roles -- O'Byrne's Bert, Guy Pearce's Monty and James LeGros' Wally -- are also variations on the male protagonists in early Haynes films. They're dispossessed and have their traditionally masculine qualities fragmented. They don't know how to deal with their own places in a changing world, much less with the ever-strengthening woman at the story's center. Byrne and Pearce are both excellent and both realize that it's the main part of their job description to let Winslet overshadow them. She does, but they still make impressions.
 
Accompanied by a slew of feature collaborators, Haynes has made a very handsome film, shot by Ed Lachman and production designed by Mark Friedberg. It's mostly an inside miniseries, so you don't get an expansive perspective on 1930s Los Angeles, but the various houses and restaurant sets are impeccable, with particular compliments going to Monty's ramshackle mansion, which doesn't appear until the second half. The score by Coen Brothers favorite Carter Burwell is fantastic and I watched the opening credits before each episode just to re-listen to his haunting theme.
 
I never cracked this review, did I? I watched "Mildred Pierce" in one sitting last weekend and went back and forth between when the performances and the production values were enough to sway me and when I wished that Haynes hadn't turned the authorial reins over to a 70-year-old novel. But explaining why the latter decision left "Mildred Pierce" feeling just too cold and just too distant has become a conundrum that I still haven't cracked. 
 
Devotion to subject matter is not a crime. It won't be hypocritical in two weeks when I rave about HBO's "Game of Thrones" and specifically its impressively full realization of George R.R. Martin's fantasy world. 
 
Maybe I'm bothered by how Cain's terse, somewhat hard-boiled prose has become languid in its multi-decade cinematic displacement? I admire how little narrative self-awareness Haynes has added here, never allowing dramatic irony to infect his dedication to the period and its values, but maybe I wanted a little artistic self-awareness that turning a thin book into an epic TV project was, at the very least, an odd approach. But every word and scene is sacred, which some viewers will love, but didn't always bear fruit for me. 
 
Your results may vary and they'll likely vary based on the context you bring to the table. In retrospect, do I wish that I had skipped reading Cain's novel and just watched the miniseries? Yes. 
 
Perhaps I'll revisit "Mildred Pierce" down the road a bit when the book has faded? But probably I won't. I respected much of it, but didn't really enjoy enough of it.
 

Anyway, sorry you had to journey through my thought process here.

 

"Mildred Pierce" premieres on Sunday, March 27 at 9 p.m. on HBO.