Honey Don't! Review: Margaret Qualley Sizzles In Ethan Coen's Moody, Unabashedly Queer Noir

Cinema is a collaborative medium, and as such, there have been numerous directing teams peppered throughout film history. As with any collaboration, there's no guarantee that the band will be together forever, and sometimes the teams do indeed split up. The Coen brothers, Ethan and Joel, underwent such a creative breakup around the beginning of this decade, with both men moving on to make their own movies without each other. Unlike some creative split-ups, however, the Coens post-breakup works couldn't be more different from one another. Where Joel made 2021's "The Tragedy of Macbeth" an austere, intensely moody Shakespeare adaptation that recalled Ingmar Bergman and Carl Theodor Dreyer, Ethan teamed up with his wife Tricia Cooke to make "Drive-Away Dolls," a mash-up of B-movie tropes (homaging everything from "Badlands" to '60s psychedelia flicks) that retained the Coens' prior interest in dry humor and film noir.

Upon the release of "Dolls," Coen stated that he and Cooke were planning a "lesbian B-movie trilogy," and just over a year later, the second film in that thematic trilogy has arrived: "Honey Don't!" Cheekily named for the 1956 Carl Perkins song (which has been re-recorded by dozens of artists such as The Beatles and Wanda Jackson, the latter's version turning up in this film), the movie is another modern-day riff on classic noir, and one that is unabashedly sapphic. Yet where the long-gestating "Dolls" seemed a bit self-reflexive in its tone, recalling prior Coen brothers efforts like "The Big Lebowski" and "Burn After Reading," "Honey Don't!" feels much more unique. Sure, there are lots of non-sequiturs, some deadpan humor, and some flashy shot compositions, but for the most part, the film is an intriguingly moodier, more indie-flavored affair. It plays like if Allison Anders were directing a Jim Jarmusch rewrite of a Shane Black script that was adapting an old Raymond Chandler or Dashiell Hammett novel. With this appealing approach, Coen and Cooke make "Honey Don't!" an impressively gritty, sexy, and idiosyncratic noir, one that becomes even more engaging thanks to a cracking lead performance from Margaret Qualley.

"Honey Don't!" begins with what sounds like a splashy sequence on paper: a beautiful, mysterious bombshell (Lera Abova), wearing leopard print everything, approaches a car that's recently crashed off the side of a remote highway, with the dead body of the driver, a young girl, inside. In addition to it not being clear whether this woman caused the fatal accident or not, the mystery deepens when she removes a single ring from the dead girl's hand, then goes and swims naked in a nearby lake before heading off on her motorbike. The ring features a particular type of cross on it, which we soon learn is the logo for a local church called the Four-Way Temple, run by Pastor Drew Devlin (Chris Evans). When local private investigator Honey O'Donahue (Qualley) is informed by her local police detective contact, Marty (Charlie Day), about the girl's death and realizes she'd tried to hire her a few days earlier, she takes it upon herself to poke around town and see what shady dealings might have led to this untimely demise.

As classic noir as this setup for the story is, Coen and Cooke (who, like with "Drive-Away Dolls," presumably co-directed this film without credit as well) avoid any sheen of glitz or glamour that one might expect to see come with it, especially if this were a Shane Black or Quentin Tarantino film. Instead, the directors decide to soak the entire ambience of the movie in a stew of small-town desperation, an aesthetic which the movie's opening credits make plain, hiding the names of the filmmakers within signage amidst the streets of Bakersfield, California (a clever bit of graphic design which Coen admits was inspired by John Huston's "Fat City" in the press notes) to the strains of "We Gotta Get Out of This Place." Perhaps "desperation" is even too strong a word, as the characters don't feel so desperate to escape Bakersfield as they do exhausted by it, having resigned themselves to their fate years ago. This mood of resignation only makes the anti-heroines and creeps that populate the film feel closer to everyday shmoes, as it takes away even the underdog romance of the urban noir and leaves the malaise and ennui. Yet "Honey Don't!" is not a bleak film, as this downtrodden setting makes the moments of offbeat wit, menace, and intrigue gleam that much brighter.

The sun around which "Honey Don't!" orbits is Qualley, who proves once again what an immense talent she is with this performance. Of course the actress has a beauty and magnetism possessed by many stars, yet it's becoming clear with each appearance just how much range as a character actress she has. It's hard to pick two Qualley roles that seem alike; certainly, there's a large gulf between the eager to please, image-obsessed Sue of "The Substance" and the no-nonsense, take-her-or-leave-her attitude of Jamie in "Drive-Away Dolls." Honey makes for another character feather in Qualley's filmography cap, with the actress exuding a remarkable blend of confidence and shrewdness. Sure, Honey is dressed like the women on covers of vintage pulp crime novels: high heels, tight, colorful dresses, and so on. Yet it's never overdone, with costume designer Peggy Schnitzer keeping Honey rooted in small-town fashions while looking fantastic.

It's an approach that compliments Coen and Cooke's treatment of Honey's character, which is more grounded than not. It'd have been an easy crutch to give Honey (and the other characters) a mouthful of super stylized hard-boiled dialogue, yet the writers thread the needle of keeping things sounding realistic but allowing it to still have a snap. All the actors make a meal out of this approach; Evans is once again having fun playing a sleazeball, Day is an endearing mixture of horny and clueless, and Aubrey Plaza brings her special left-of-center approach to MG, a cop who becomes Honey's lover. But it's Qualley who takes the reins of the film so thoroughly that it'd still be a pleasure to watch even if there were no one else in it.

It's so wonderful to have a genre film feel this personalized and be this unconcerned with serving an IP or crowd-pleasing that it can be easy to overlook its shortcomings. The most glaring of these is the fact that, despite believing itself to be a dark comedy (and casting the likes of sitcom veterans Plaza, Day, and Billy Eichner), "Honey Don't!" isn't all that hilarious. Sure, there are a handful of laughs to be had, and it's possible that a rambunctious audience may raise the film's funny factor. Yet the gags in the movie are more likely to elicit a knowing smile than a belly laugh. That creative choice which serves the movie so well — Coen and Cooke dialing back on the requisite overcooked noir dialogue — has a flip side to it in the way that the characters all come off witty and clever but not so much as to get more than a grin.

It's not like Coen doesn't try, as he gives Pastor Drew a hapless henchman (Josh Pafchek) who resembles the moronic toads seen in many a Coen brothers film from "Raising Arizona" to "Fargo," and it is amusing to see him and another character make so many mistakes while attempting to carry out a hit. Yet Coen and Cooke seem hellbent on maintaining tight control over the movie's tone, and this means we don't get the zany, just-slightly-out-of-control shenanigans of prior Coen brothers films, or even the much more rambunctious "Dolls." It's a small complaint, sure, but to put it in Coen brothers terms, the film seems caught in between "No Country For Old Men" and "Burn After Reading," neither too bleak nor too cartoonish.

Overall, however, what the movie lacks in laughs it more than makes up for with a hip savviness that pervades every frame. The sexuality of the film — which is predominantly lesbian— is just as frank as in "Drive-Away Dolls," but less outrageous. Where "Dolls" treated sexual matters in a fashion similar to a sex comedy (due to that subgenre being one of the many types of exploitation movies that film played around with), "Honey" is more down-to-Earth. Even Pastor Drew's continual heterosexual dalliances, wacky as some of them might be, have an honest awkwardness to them. Honey and MG's physical comfort with each other extends to the film itself: there's one post-coital scene where MG's pierced nipple is exposed for one long, unbroken shot, but eventually all concept of titillation fades into the background, letting us find a similar level of intimacy and understanding with these women as they're finding with each other.

Noir is a very malleable genre; it's one that Coen has dabbled in numerous times before, of course. Yet it's hard to think of another recent noir film that's this quietly yet pervasively engaging, this downbeat yet effortlessly cool. You'd have to go back to the 1970s, with films like Robert Altman's "The Long Goodbye," or the 1990s, with films like "The Last Seduction," or a decade ago, with 2015's criminally underseen "Too Late." Fortunately, Coen and Cooke have given us this decade's example of such a film with "Honey Don't!," a movie which may seem slight at first glance, but has a wonderfully rich after effect, like the smell of stale cigarette smoke forever trapped in the walls of a rundown bar. Right now, this is my favorite of Coen and Cooke's as-yet-incomplete lesbian B-movie trilogy, and unless they make something like "Lesbians in Space" next, I don't see it falling in my ranking.

/Film Rating: 7.5 out of 10

"Honey Don't!" opens in theaters on August 22, 2025.