Purposefully unfolding like a piece of classical music that’s lost its melody among a maze of overlapping leitmotifs, Tony Gilroy’s “Behemoth!” is a much slippier and more elegant thing than the scale implied by its title — the deception of which is purposeful as well. Sure, there are car crashes, crane shots, and nine different composers to the film’s credit (with giants of the form like Alan Silvestri, Michael Giacchino, and James Newton Howard each contributing their own diegetic accompaniments), but all of those outsized flourishes have the strange effect of making the elusive film around them feel easier to slip through your fingers.
At its most basic level, “Behemoth!” is a floaty little character study about a hot but avoidant cellist named Alex Sarian (Pedro Pascal) who returns to Los Angeles after 20 years of running away from it and immediately gets seduced back into his memories when he starts working as a session player on a variety of different film scores. Such is the singular effect of movie music — compositions that are inextricably bound to certain images from the moment they’re brought into the world, like a person to the family they never asked to have. Confronted with that strange alchemy for the first time since he abandoned the pictures for the philharmonic, and largely disinterested in the Hollywood slop he’s been hired to play over, Alex can’t help but map the arrangements onto the unresolved moments from his own life.
Maybe, we think, the music will help make sense of the stray thoughts that kick around his head, or at least turn them into the stuff of a “Stardust Memories”-like funhouse to explore. It’s all too easy to imagine what a conventional filmmaker could do with that same concept. But Gilroy, so eager to zag against expectations that he leveraged a mega-budget “Star Wars” show into an uncompromising political thriller about the brick-by-brick sacrifice required to build a rebellion, soon reveals subtler and more ambivalently cinematic intentions than the premise of his latest feature might suggest. By the time “Behemoth!” arrives at its dolcissimo stunner of an ending, it’s all the more rewarding for that.
Recording the percussive accompaniment for a chase scene in an action-comedy called “Spies Don’t Run,” Alex is spirited back to the wintry night in Chicago where he tried to sneak out of a symphony gala without getting caught by the indomitable blonde he’d been sleeping with (Olivia Wilde) — the very married wife of a rich donor. The lovelorn waltz Alex is asked to play during his gig in the orchestra for a romantic drama called “Seasons of Glass” inspires him to travel a bit further back in time and to the south, where a 2016 stint in Dallas was defined by the casually torrid affair he enjoyed with a brilliant violinist (Eva Victor, marvelously atonal) who was half-committed to an L.A. billionaire (Matthew Lillard). Later, a scene where Alex is scoring a top-secret blockbuster code-named “Behemoth!” is intercut with his more recent memory of sneaking into a mansion in order to steal a used toothbrush as a DNA sample for a paternity test, a scheme the music transforms into a comic infiltration setpiece worthy of the “Mission: Impossible” series.
While Alex has never been able to hear the rhythm of his own life, his slipstream of memories soon betrays a pattern that’s perfectly clear to us: The cellist is drawn to strong but unavailable women, and all too happy to string them along until the moment they threaten to strike a more permanent harmony with his life. Alex’s talent is as obvious as his dashing good looks (we later discover that he was something of a child prodigy, a third-generation musician so groomed for Hollywood glory that he played on “The Tonight Show Starring Johnny Carson” when he was only six years old), but he’s never been comfortable in the spotlight, and refuses to stay anywhere long enough for it to find him. Alas, Gilroy is about to torture this commitment-phobic virtuoso with a truth that no music-lover should ever have to be told: Something doesn’t have to last in order to stay with you forever.
Perhaps that explains why Gilroy doesn’t feel the need to tell Alex that. Or us. More restless than “Michael Clayton” and even slipperier than “Duplicity,” the “Andor” godhead’s first movie in 14 years might think of itself as a love letter to movie scores and the people who make them, but “Behemoth!” mostly prefers to play the notes between the notes. “Cinema Paradiso” this is not.
While Gilroy isn’t immune to the sentimental power of music, “Behemoth!” is more interested in using it as a portal — as a way of making sense of how people move through time. It might start by transposing Alex’s life into the stuff of a movie (all swooping camera movements and fantastical dream logic), but it gradually begins to grapple with all the ways that Alex’s life doesn’t lend itself to a Hollywood script, at least so far as the way that Gilroy chooses to show it to us is concerned. The flameout podcaster brother who looks nothing like him (Will Arnett), the senile mom (JoBeth Williams) whose dementia brings him back home, the hotel tryst he has with a long-time friend (Margarita Levieva)… it seems like the makings of a familiar drama even before we learn about Alex’s fascination with a Billie Eilish-coded L.A. music prodigy (a compellingly self-possessed Alexa Swinton), but “Behemoth!” rarely bothers to connect the dots between them.
Light on psychological details and wishy-washy about how one thing leads to another, the movie splits the difference between a Proustian reverie and a “Jay Kelly”-like this is your life story; the music carves wormholes into the flow of space-time as Gilroy lightly pushes Alex to seize control of where the sounds are taking him. He’s spent most of his life staring at a conductor and “waiting for the stick,” but at a certain point he’s going to have to find his own tempo. By virtue of suffusing that search into its structure and movement, “Behemoth!” effectively submits itself to the same challenge.
Real and recessive, Pascal’s unshowy performance resists explaining how Alex feels about the tension between art and money, which he inherited like a family heirloom. His father hated scoring cartoons, but loved the residuals. For his part, Alex seems vaguely unsatisfied by the role he’s forced to accept as a Tinseltown session musician — he loves the movies about as much as they love him back (which is to say, in job-starved 2026 Hollywood, not very much), and rues the fact that every rehearsal doubles as an audition for the next gig. Does he look down on his brother for so eagerly selling out? It’s hard to say. Does he resent their dad for fucking them both up so badly? Probably, but I sense that he also sympathizes with the fact that his dad never really knew what he was playing for. The obvious effort that Pascal spent practicing the cello pays off in the scenes where Alex intensely plays the instrument for his own private reasons, as if asking the same thing of himself.
A great film score can make the marriage between image and sound feel like destiny, and “Behemoth!” — the story of a life that has never been properly synced up with its soundtrack — commits itself to the uncertain process of reconciling how Alex sees himself with the music that he hears in head. That process of reconciliation takes precedence over the music, all of which is believable in its context (the verisimilitude of the The Behemoth! Collective is beyond reproach, as the fake scores invariably echo with the essence of real ones), but little of which is memorable in its own right. At least, not until it has to be. Not until the deeply affecting scene where a certain piece is performed with a presentness that suggests Alex’s sense of self has, at long last, been made diegetic.
The journey to that understated stunner of a finale is a strange and halting one, as “Behemoth!” is ultimately a movie less about the power of film music or the people who play it than it is a movie about one man’s need to make his own associations with the soundtrack of his life. But Gilroy endows that process with an unforced sense of discovery, so that it feels like Alex is re-learning how to conduct himself in real-time — to hear a different meter than the one that runs through his memories, and to prevent the musicians around him from being limited by the people who taught them how to play. “You need to pick a lane and commit,” he barks at his cello mentee about playing Mozart. “It comes alive when you make a decision.” This misshapen jewel of a film might seem slow to heed its own advice, but it eventually makes good on that promise with a gentle power that leaves you feeling like “Behemoth!” is every bit as big as it sounds.
Grade: B+
“Behemoth!” premiered at the 2026 New York Film Festival. Searchlight Pictures will release it in theaters on Friday, December 4.
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