Tom Gustafson's ambitious expansion on his acclaimed short Fairies is quite impressive in its own right. The story focuses on the appealing Timothy – a gay and out student at an all boys prep school in small town USA – frustrated at the narrow-mindedness of many of the people around him. He endures assorted mild humiliations and being largely ostracized, while pining for the hunky nice-guy captain of the rugby league Jonathan. His struggling mother, Donna, does not know quite what to make of him and he gets some solace from his pair of off-beat friends, nicely played by Ricky Goldman and Zelda Williams. Things get shaken up when an ethereal teacher, Mrs. Tebbit, mounts a musical rendering at the school of Shakespeare's A Midsummer Nights Dream, with some of the boys cast in the female roles and Timothy scoring a lead as a fairy. Timothy discovers in Shakespeare's prose a recipe for a magical pansy, which when sprayed in the face of various townspeople allows them to "walk in his shoes". Amusing complications ensue, along with the stuff of dreams as Jonathan expresses his love for Timothy. The film expertly manages to walk the line between whimsy and inspiration. It pays loving homage to Shakespeare and free spirits and appears beautifully rendered on a limited budget. The musical numbers are few, but effective and carried out by a well-selected cast. The only severe criticism I can think to level is not at the filmmakers, but in some of the reviews I have read from mainstream critics, who take the film to task over what they claim are cartoonish depictions for some of the townspeople – most notably the homophobic gym coach and Donna's Bible-thumping female boss, who fires her when she discovers Timothy's sexuality. To act like such people do not exist in multitude and act this way in the real world and do not often occupy positions of power in small town USA seems particularly naïve on the part of such critics. If anything, the filmmakers have made Timothy's travails as the lone out gay kid at school in a small town much more watered down than they would be in real life. While much of the film's success must be attributed to Gustafson and co-writer Cory James Krueckelberg, one cannot underestimate the exceptional cast. Judy McLane does well with a difficult role as Donna, who cannot quite make up her mind how she feels about the situation but deeply loves her son nonetheless. Jill Larson and Christian Stolte nail their parts of the central bigots perfectly, but also know how to milk the comedy when their respective characters end up falling for same-sex partners who do not reciprocate. Zelda Williams is a particular stand-out, especially when her character grows more frustrated with the events unfolding around her. Wendy Robie is a total delight as the free spirited teacher who proves to be anything but a pushover. Nathaniel David Becker exudes the perfect balance of hunky appeal, lovely singing voice and earnestness to make us understand why Timothy would be entranced by him and make us root for their union. Last, and certainly not least, Tanner Cohen makes the perfect lead for this film. He is alternately adorable, mischievous and heart-breaking making Timothy a character that one does not feel the least bit guilty of becoming completely invested in emotionally. He has a beautiful voice to pull off the numbers and the acting chops to connect with the viewer and carry them over the various emotional hurdles that the character is thrown, particularly conveying his palpable longing for Jonathan. Hopefully this is not the last we will be seeing of the leading men in this film. On a side note, I have also noted that a number of people seem a bit confused by the denouement in how it pertains to the leads, but if one truly watches the interactions in the pre-pansy spraying moments, all of the clues are there for those watching. A quite appealing little film that stays with one long after it has concluded and raises the spirits.