Foxcatcher is disturbing almost from the first moment, and never stops being so. Directed by Bennett Miller (Capote, Moneyball) and only his third feature-length film, it seems the director is attracted to true stories (his other two major films are documentaries) with unexpected twists. Foxcatcher is no exception.

Foxcatcher (“based on a true story”—always something that gives me a skeptical pause) is about Olympic gold medal wrestler brothers Mark and David Schultz, and their connection with multi-millionaire/ornithologist/wrestling aficionado John E. du Pont. Mark is played by Channing Tatum, brother David by Mark Ruffalo, and du Pont by a surprising Steve Carell.

We open with a post-Olympic Mark living in his brother’s shadow, and subsisting on Raman noodles and uninspiring motivational presentations. An unexpected call from one of du Pont’s “people” to Mark brings him into the entitled and disquieting orbit of du Pont, who wants to use Mark as the starting point for a training facility for elite wrestlers.

There is a world championship and another Olympics, plus all kinds of training at the facility. There is also some beautiful brother love demonstrated between Mark and David, most emanating from David’s grounded, profound affection. Finally, there are some seriously strange vibes coming from du Pont, some of which are given context (an overpowering judgmental mother, for example) but none of which are fully explained. What happens is stranger than fiction, and the uncomfortable feelings of dread we experience throughout the film reach a conclusion.

What works for the film is the acting. Everyone is doing his best work here. Channing Tatum generally plays a big, diffuse, unfocused slab of meat. He does that here, too, but it works for the character. This may be more of a director’s triumph than an actor’s (I’m still not convinced of his abilities, as some of my cohorts in film writing are). But it’s important to look and wrestle the part, and Tatum does it well.

Mark Ruffalo is probably the best of the three, and gives a warm, rich performance that makes us always want more of his character on screen. He is the clearest character among the three, and the closest thing the film has to a heart. It makes one wonder if his character should have been the focus instead of Mark.

Most of the ink spilled on this film (to use a retro term) has been about Steve Carell and his false proboscis. Google du Pont and you’ll see that while he doesn’t really look anything like Carell, he has quite a prominent nose. There’s more make-up at work here than the nose—and more facial adjustments to Tatum’s face as well—and if that is what helped get this performance, then it was the right choice.

Comedians who move into drama are often hard to watch. They are usually keenly aware of where the camera is, and seem to have problems not performing to it; early Robin Williams and a lot of Jim Carrey are only a few examples. But Carell disappears into the make-up and the role. Instead of performing outwardly, as is the tendency of comics, he rightly plays the role centripetally, looking down that long snout and drawing his thoughts and feelings to a dark, entitled, imprecise center somewhere in du Pont’s mind and heart. It’s a bravura performance that refuses to chew the scenery. His measured speech, his thinking pauses, his alternating moments of noblesse oblige and spoiled brat—these are all lovingly created and presented. Many comic actors want to make the leap to drama, and Carell has already done that (The Way Way Back; Crazy, Stupid, Love.). But what he’s done here is create a believable complex character while completely obliterating his comic persona in the process. A rare feat—and treat.

Where the film falters is in its psychology and its tone. We really don’t know why anyone except David does what he does. Mark is an unfocused mess, and the film tells us how much he needs a father figure. But why he would stay as long as he did at the Foxcatcher facility isn’t clear, and that may be due to the skewing of the chronology of some real events. Carell’s du Pont is rich and entitled and all those things we Americans don’t like. But he’s also nuts, and ever more dangerous. But other than his overbearing mother (a completely wasted Vanessa Redgrave—really?), we aren’t sure what’s wrong, and we’re aren’t really prepared for where his character goes, or how he got there.

Much of his may be laid at the feet of the director. Bennett’s style is minimalist, and almost astringent at times. He’s something of the opposite of a Paul Greengrass (Bourne movies, Captain Phillips) in that the style is slow and deliberate. We haven’t seen that as much because the performances, stories and action in Miller’s previous feature films have been so energetic at times that it all balances out. Think of the titanic performance of Philip Seymour Hoffman in Capote, along with the wonderful Catherine Keener. Add to them the murders in Kansas and the tension between real life legal events and Capote’s struggles with the ending of his historically important book. Then think of the rousing story of Moneyball and the vibrant performance of Brad Pitt in the central role (and even the supporting role of Jonah Hill).

Foxcatcher has one performance that is full-blooded—Ruffalo’s—and he’s not given enough screen time. The other two are too hard to read, which diffuses our interest. Tatum has made a career of playing rather dense unfocused jocks, so the casting is right. But he’s so quiet, so suppressed (talk to your brother already, Mark!), so withdrawn, that it’s only the actor’s innate likability that keeps us interested. And even if we’re interested, he’s still too opaque a character for us to get a handle on.

John du Pont is an absolutely fascinating character, and Carell succeeds in making him mysterious and strange, even creepy at times. But once we’ve moved past the phony nose and the familiar, loved comic almost lost underneath, and even after we move to admiration for a surprising, complex performance, we just feel…uneasy and unsure. But as with Tatum/Mark, withdrawal is not enough. What defines and motivates du Pont is pushed too far into the background, and we never get to really know the person or his motivations. There is plenty of “possible” homoeroticism to catalyze any number of analytical articles and papers, but there isn’t enough to indict the film for homophobia or for even making any kind of related statement about subliminal subtexts in wrestling (or is there??) If we’re going to care about the people and the actions in Foxcatcher, we need to know more. And because we don’t, we don’t.

When all is said and done, the film becomes something of a curiosity. It’s certainly a triumph for all three major actors—especially Ruffalo and Carell. Yet with all the wrestling, psychological neediness, sporting events, guns, money and surprise action, it’s still ultimately too underplayed and withholding. It will likely remain the definitive story of du Pont and the Schultz brothers, but Bennett might have better served the actual events with one of his documentaries.