What do you get when you combine three talented actresses of a certain age, a witty screen treatment by one of the best short story writers working today, and an ever-adventurous Oscar-winning director? A smart, if somewhat shaggy, dramedy of manners that will have viewers booking passage on the Queen Mary II once the current pandemic becomes a thing of the past. 

Steven Soderbergh’s latest film (after 2019’s The Laundromat) opens with celebrated author Alice Hughes (Meryl Streep, slightly less deliciously imperious than her Devil Wears Prada’s Miranda Priestly) at lunch with her new agent, Karen (Jemima Chan). She’s disappointed that her old agent has retired (“Retiring at, what, 70? Why? Doesn’t make any sense to me”)” and tries to put the eager and ambitious Karen in her place when she asks about Alice’s new manuscript: “Sonia never invaded my process in any way.” Alice also refuses to fly to England to accept a prestigious literary prize until Karen suggests traveling by sea on the Queen Mary II, if she’s willing to give a talk during the crossing. “Can I bring guests?” asks a suddenly interested Alice. 

On the invite list are two old college friends Alice hasn’t seen in more than 30 years. Sonia (a slyly amusing Diane Wiest) works as an advocate for incarcerated women in Seattle, and her gentle demeanor belies a hilarious ferocity. (“Don’t let that motherfucker near me.”) Arriving from Dallas is divorced lingerie saleswoman Roberta (a scene-stealing Candice Bergen), who takes no gump from an obnoxious customer insisting that the peacock blue bra and panty set she bought is actually teal. (“The difference between teal and peacock is as fine as a hair.”) The third guest is Tyler (Lucas Hedges), Alice’s millennial nephew who is in awe of his aunt’s longtime friendships. (“I have only had friends for four years at a time. Maybe I can study and learn something.”)

Adding to the shipboard mix are Karen, who has tagged along without Alice’s knowledge, hoping to get more details about the manuscript from Tyler; best-selling thriller author Kelvin Krantz (Dan Algrant), whose genre Alice dismisses as having the quality of “Styrofoam;” and a mysterious man (John Douglas Thompson) spotted coming out of Alice’s cabin every morning or reading by the pool where she takes her daily swims.

With the elements of a possible screwball comedy set in place, Soderbergh, who also functions as cinematographer and editor, smoothly follows his characters with a handheld camera throughout the ship, an especially impressive feat as Let Them All Talk was filmed during an actual crossing in August 2019. Especially amusing is Roberta, costumed in Ellen Mirojnick’s Texas fringe, on the prowl for available wealthy men and finding only tedious bores. A resentful Roberta blames her marriage’s failure on Alice, whom she believes plagiarized aspects of her personal life in her most successful novel. Now Roberta suspects Alice is trying to pump more details about her life in the intervening years for her next book, and she wants to be compensated. 

Despite the wonderful acting and the smart and witty conversations (mostly improvised by the actors from a 50-page treatment by Deborah Eisenberg), the story line loses its sea legs as the voyage nears its end. The expected farcical denouement, with lots of slamming doors and misunderstandings revealed, never arrives, and the dramatic shift in tone as the characters disembark doesn’t feel convincing. It’s as if the filmmaker and cast were unsure how to end the movie. In particular, it’s never very clear why Alice would invite these long-estranged friends since she spends most of the voyage in her stateroom struggling to finish her manuscript. (Is she making amends to Roberta? What do the trio still share in common?) 

Still, with a lively score by Thomas Newman, there are plenty of delights to be found here, mainly in the improvised dialogue (let the characters all talk, indeed!) that will remind many viewers of the best of Robert Altman and Woody Allen.