If you somehow managed to cross The Fault in Our Stars with Juno, you might get something like Me and Earl and the Dying Girl. That’s neither a compliment nor an insult, just something of a description.

Me and Earl and the Dying Girl (whose title is both somewhat misleading and possibly ungrammatical), which shall henceforth be referred to as Me and Earl, shouldn’t work, as the Young Adult story on which this is based contains characters and situations that shouldn’t quite make the transition onto the screen. Yet due to a confident directorial hand (Alfonso Gomez-Rejon) and a number of fully realized performances, the film emerges as almost real while still containing the point of view of an isolated teenage boy clearly uncomfortable in his own skin.

The “me” of the title is a rather snarky, intelligent and nearly too articulate Greg, played by Thomas Mann. Yes, he’s just a bit too literary and eloquent, but no more than the great studio actors of the 1930’s and ‘40s. But that eloquence draws us into the film and makes us care about him and track with his perspectives in a way that a quieter, cooler character wouldn’t have been able to do. Mann clearly owns this character, and could possibly one of the most talented and promising young actors around.

The “dying girl” is his equal. Rachel, played by Olivia Cooke, is first cousin to Shailene Woodley’s Hazel in The Fault in Our Stars, but Me and Earl is a different film and provides another context for a terminally sick (or is she?) young lady. Cooke, another Brit completely nailing an American accent, is the film’s anchor in reality around which Greg and Earl (RJ Cyler) can be funny and quirky without spinning out of orbit. Her performance is real enough to be accepted, yet individual enough to be intriguing as her character makes her way through the various stages of the disease and her relationship with Greg.

Earl is more of a minor character than the title implies, and while played with as much fullness as the actor can muster, is less defined and is a lighter presence than the other two. He’s mostly there as a friend who “gets” Greg and can explain him to Rachel, and as a partner in the making of their modern, low-rent versions of film classics, such as Senior Citizen Kane and Anatomy of a Burger.

As a film person, I’m probably supposed to be drawn in and at the same time either complimented by my “more than most filmgoers” knowledge of film or patronized by all the references that are supposed to get me to buy into the film more. But their crazy cinematic concoctions are more of a cute sideshow and neither shed too much light on the characters nor are delightful enough asides (such as Amélie’s fantasies were) to stand on their own.

One of the challenges of adapting a Young Adult piece of literature is how to handle the adults around you, especially when the world you’re creating is more real than, say, a Hunger Games film. The adults are looked at through the lenses of the young person/s, so they are generally shaded and a little “other.” One can describe them as slightly exaggerated on the page, and it can work as a reflection of the character’s feelings and perspectives. But then when you move to film, you have to cast a real person and direct their performances. The film generally succeeds here, but just barely.

The warm presence and subtle acting style of Connie Britton as Greg’s mother is the most successful example of an adult here. She is not quite this and too much that (and the hair!), but this most naturalistic of actresses makes us believers in what she says and does. Greg’s father, on the other hand, seems more obtuse and more of an abstraction than a real person. He becomes more of a caricature than a real human, even a human whose characterization we know is colored by Greg’s particular teenage perspectives. His strangeness and imprecision are ultimately too much for the film.

Then there is Molly Shannon as Rachel’s mother. If you had no background with Ms. Shannon, you would look at this as a fairly solid naturalistic and believable performance of a suffering mother who drinks too much and has some boundary issues (at least). But it’s a tough challenge for viewers to put aside the persona of a successful comedienne who’s created such a classic array of Saturday Night Live characters and see this character as the slightly bent mother of a seriously ill child. It’s an acting success, but one that is occasionally hard to receive from Mary Katherine Gallagher.

The smarter-than-most-of-us dialogue is not the only thing this indie film has in common with old Hollywood. Some of the scenes are one l-o-n-g shot in a style reminiscent of studio-era, dialogue-heavy films. The framing is nowhere near the same, but there is a joy in visiting characters over a longer period of time without cuts, allowing us to breathe with them, enjoy the pauses, and experience telling body language. The film always feels fresh, but obviously borrows wisely from the past.

Probably the biggest weakness of the film, and one that comes blessedly early (allowing us to forget it over time) is the initial set-up. Yes, we somehow have to get a reluctant, self-loathing, isolating male teen to aggressively push himself into the life of a reluctant sick female classmate. But the awkward way that happens is just on the edge of believability, and it takes a while for the film to recover.

Happily, it does, thanks mainly to the natural performances of its main characters. What this film has going for it—smart dialogue, characters that seem real, and a quirkiness that is self-conscious without ever alienating the audience—make this one of the “small film” joys of the year. It manages to be funny without being silly, different without being smug, and moving without being manipulative. Young filmmakers—watch and learn. Everyone else, watch and enjoy.