Editor’s note: This review was originally published during the 2025 Toronto International Festival. Magnolia Pictures will release the film in theaters on Friday, June 5.
Caroline and Oliver, the outlaw protagonists of “Carolina Caroline” played by Samara Weaving and Kyle Gallner, are like characters in a Bruce Springsteen song: two lovers, born to run, surviving on schemes and unbridled passion for each other, who can’t see the water rising around them until it’s up to their necks. Together, they represent a classic on-screen American duo, previously immortalized in lovers-on-the-run films like “They Live By Night,” “Bonnie and Clyde,” and “Badlands.” But Caroline and Oliver are the kinds of people who have never seen those movies — they’re blissfully unaware that the story of their relationship is an old one, and it doesn’t have a happy ending.
Written by Tom Dean — his second credited doomed romance to premiere at this year’s Toronto International Film Festival following “Charlie Harper” — and directed by the underrated Adam Carter Rehmeier, a chronicler of misfit Americana, “Carolina Caroline” traffics in archetypal storytelling and imagery. A less charitable description would be “generic.” There are no real surprises in the film, narratively or otherwise. The second that seasoned con artist Oliver walks into the West Texas filling station where Caroline works, packing a sly smile and a cheeky scam up his sleeve, you know exactly how their love affair will turn out. In fact, you can set a watch to its predictable developments.
Granted, this isn’t inherently a bad thing. Resonant stories become templates and enduring characters become models for a reason. It can be fun to watch talented people play the hits, and even try to imbue them with some novelty. Weaving and Gallner are more than up to the task of breathing genuine emotion into their worn characters. A small town girl who longs to travel but can only initially dream as far South Carolina (her derelict mother lives there), Caroline could be too naïve or inept by a half in the wrong hands. But Weaving instills the character with just the right amount of cunning that she never comes across as a simple victim. She knows what she’s getting into when she asks Oliver what he does for a living; she wants to pull scams with the beautiful boy who happened to pass through her town.
Similarly, Oliver could have coasted on the sum total of kind eyes and unflappable swagger, but Gallner lends him a potent romantic streak. His love for Caroline is never once in doubt; he may be a conman in his blood, but he would never make her his mark. He exhibits authentic sensitivity when he’s dancing with her in a bar or when he shakes the hand of her father (Jon Gries) before they leave Texas for good. Oliver also isn’t a nihilist or a class warrior, despite paying lip service to the victimless nature of stealing from insured banks and stores. His motivations are a little mysterious, but one gets the sense he just likes an iterant lifestyle and the thrill of the con, base enthusiasms that Caroline gleefully embraces the minute he shares with her the tricks of the trade.
Gallner and Weaving’s erotic chemistry, which begins at a simmer but quickly reaches a boil, helps smooth out the lumpier patches in “Carolina Caroline” that comprise the film’s middle section. Caroline conveniently grows a conscience right around the time when the couple starts robbing banks in earnest. She realizes that donning a Mia Wallace-style wig while waving a gun around doesn’t suddenly make her a different person; she’s still the one instilling fear in innocent people. Caroline has another obvious epiphany: despite his charm and knowhow, Oliver is, no kidding, a legitimately dangerous character, someone who would threaten a hotel employee with a gun while delivering room service. Gallner and Weaving can only do so much with these scenes that mostly feel like going through the motions. “Carolina Caroline” also stops dead in its tracks when it makes an unnecessary detour for Caroline to meet her alcoholic mother (Kyra Sedgwick), which steels her resolve to outrun the past once and for all.
Set in the indefinite 20th century — a place where payphones, newspapers, and coin-operated jukeboxes dot the landscape —“Carolina Caroline” effortlessly generates a less connected world on the cheap with smart production design and costuming. Rehmeier’s regular cinematographer Jean-Philippe Bernier brings an appropriate warmth to the film’s visual palette, generating a dreamlike tone to the imagery befitting the protagonists’ self-image. At the same time, the film can also feel too formally slick, especially compared to the gritty, heightened naturalism of Rehmeier’s previous two films “Dinner in America” and “Snack Shack.” The quick-cutting montages of con jobs, as well as the wall-to-wall soundtrack, not only carry the dismaying feel of television, but also render the film frictionless for repeated stretches. The idea seems to be for audiences to get off on the fantasy as much as Caroline and Oliver, but the film’s ostensibly dizzying highs are when it feels at most imitative and least believable.
However, when “Carolina Caroline” inevitably enters its desperate final act, the chapter of the film when our heroes know they’re doomed, it shifts into an unexpectedly emotional gear relative to its conventional foundation. Rehmeier has previously demonstrated his facility with actors before, garnering unique performances from relative newcomers to seasoned actors alike. But with “Carolina Caroline,” the first film he hasn’t written, that skill shares centerstage as much as the performers themselves. Both Weaving and Gallner excel playing distressed criminals who feel the heat on their tail, but the way that distress curdles into shared heartbreak and grief as they slowly reach clarity draws serious blood. Their last moments together may not be distinctive in the particulars — truthfully, you’ve likely seen a version of it at least a few times before — and yet, for a brief moment, their love and pain become tangible. When the hits are bulletproof, sometimes all you need is a great cover band to make them feel fresh again.
Grade: B
“Carolina Caroline” premiered at the 2025 Toronto International Film Festival.
Want to stay up to date on IndieWire’s film reviews and critical thoughts? Subscribe here to our newly launched newsletter, In Review by David Ehrlich, in which our Chief Film Critic and Head Reviews Editor rounds up the best new reviews and streaming picks along with some exclusive musings — all only available to subscribers.
