Director Michael Cuesta follows up his debut film L.I.E. with another harrowing coming-of-age tale in TWELVE AND HOLDING. Cuesta casts young Conor Donovan as his lead, with the impressive actor playing twins--the sociable athlete Rudy and the distinctly introspective Jacob. Joining Donovan in the cast are Jesse Camacho as Leonard, a paunchy kid reminiscent of Jerry O'Connell's Vern in STAND BY ME, and Zoe Weizenbaum as Malee, a quietly disturbed young girl with a fractured family life. The five 12-year-olds are close friends, but their lives are thrown into turmoil when a prank by local bullies goes horribly wrong and Rudy is burned alive in a tree house. As Jacob's parents fall apart at the news, the rudderless surviving twin realizes he can't rely on them for support, so he makes the surprising decision to make regular visits to the two brothers who killed Rudy as they languish in a juvenile detention center. Meanwhile, Malee copes with the tragedy by obsessing over an attractive older guy named Gus (Jeremy Renner) and Leonard gets on a health kick despite his overweight parents' protestations.

Cuesta's film draws on elements of similar genre favorites, not only STAND BY ME but Jacob Estes's MEAN CREEK and even the work of Todd Solondz and Gregg Araki. But TWELVE AND HOLDING is not a facile reproduction of other work; instead it's a startling kids'-eye view of poor parenting and woeful neglect. The four leads give astonishingly mature performances, and Cuesta manages to surpass his meagre budget by creating a stylistic tour-de-force that may leave anxious parents wondering what their kids are doing in their spare time.