A strange film about three 12-year-olds coming to terms with sex, death and obesity. Its a little disturbing, and the end is a little preachy, but the majority of 12 and Holding effectively gets across the true horror of being a child. Director Michael Cuesta (L.I.E.) isnt afraid of being offensive or difficult. Scenes of a 12-year-old girl trying to seduce a grown man, a young boy locking his mother in the basement and the murder of a pre-teen may be hard for some viewers to watch, but the end result is arresting, and would be more so if it werent hampered by TV-movie-style cinematography and some overly familiar B-list players.