The Woodsman is filled with strained silences and awkward pauses. It's an uncomfortable, unsettling film that is both understated and filled with enormous gravity.

Walter (Bacon) has just been released from prison after serving 12 years for molesting young girls. He takes a job at a lumberyard, rents a spartan apartment and begins a romance with Vickie (Kyra Sedgwick), a tough-talking woman from the lumberyard. Walter is eager to make a new start, but fate seems to work against him: the apartment is located across the street from an elementary school, his coworkers are suspicious and the hardnosed Sgt. Lucas (Mos Def) will use any excuse to send Walter back to jail. A young girl on the bus and a pedophile prowling around the school force Walter to confront his past and future.

Director Nicole Kassell keeps the film stripped down. It clocks in at a mere 87 minutes, but despite its sparse nature, "The Woodsman" is filled with intricate, real characters and incredible performances.

Simply put, Bacon is outstanding. As Walter, he is a man constantly pitched in battle against himself; a range of simmering emotions, from rage to regret, lie beneath his stoic front, exploding in occasional outbursts. Temptation lies around every corner for Walter, visualized in the form of a stray red rubber ball rolling to his feet. Walter is unsure of what to do with this temptation and, in turn, the viewer is unsure of what to do with Walter.

The Woodsman does not judge, and that is what makes it most uncomfortable of all. Bacon and Kassell are careful to make Walter neither evil nor wholly sympathetic. When we see him with Vickie, he's damaged and lonely, eager to be loved. It's impossible not to want him to win against himself, to reform his life and extinguish his dark desires. But before we sympathize too much, Walter befriends a young girl in a park, and it's easy to agree with Sgt. Lucas that Walter should rot in jail forever. Sedgwick and Mos Def nearly steal the film from Bacon, and it's a wonder none of the cast were nominated for an Oscar.

The film's one misstep is the climax. After watching Walter struggle, the two final confrontations (with the young girl, Robin and the pedophile, Candy) that determine his future seem rushed. The ending is too pat, too easy for what is, for the most part, a challenging, difficult film.