In the second installment of Ethan Coen and Tricia Cooke’s lesbian B-movie trilogy, Margaret Qualley stars as the cool and stylish private eye, Honey O’Donahue, in Honey Don’t! Based in a seedy, neo-Western Bakersfield, California, the film is a spiritual sequel to their first film, Drive-Away Dolls. Coen and Cooke’s follow-up embraces the same vibes as its predecessor, and whether you like it or not will hinge on if you enjoy a manufactured B-movie style.
Coen employs his signature humor that he has when filmmaking with his brother, and that adds to the tone of Honey Don’t! However, just because it says it is a B-movie, doesn’t necessarily mean it wants to be one. The reality is that Honey Don’t! struggles to stay in the lane it set for itself and, with eyebrow-raising decisions, the film ultimately fails to satisfy.
Margaret Qualley Is Easily the Gem of ‘Honey Don’t!’

Image via Focus Features

Although your mileage may vary when it comes to Honey Don’t’s tone, what’s undeniable is that Qualley was made to play Honey. She’s cool, slick, and wildly charismatic. Dressed perfectly from head to toe, she’s always got a funny quip or witty remark. At work, she’s fearless and pursues her quarry doggedly. No obstacle is too big, and she’s always considering her next move. When she’s not working, she’s confident and flirtatious, instantly striking up conversation with MG (Aubrey Plaza) and hooking up with her the night they meet. She’s close to her sister (Kristen Connolly) and the gaggle of nieces and nephews that follow her. It’s hard to actually find a flaw with Honey.
But that isn’t necessarily a bad thing. In a film where most characters are one-dimensional, Honey is a fantastic anchor for the audience to hold onto as she ventures through the back alleys and long, stretching roads of Bakersfield. Self-assured, we never doubt that Honey is on the wrong trail when she’s on the case. The police might be clueless in town, with the lead detective (Charlie Day) more interested in hitting on her than he is in solving his case, but Honey has her priorities straight. I have conflicted opinions about Honey Don’t, but one thing I’m sure is that there’s never been a better actor who could play Honey like Qualley does.
‘Honey Don’t!’ Embraces a Modern Wild, Wild West Vibe

Imagw Via Cannes Film Festival

Ethan Coen fully embraces the neo-Western aesthetic of the Honey Don’t! The opening credits feature B-roll shots of a car driving through Bakersfield, showing us rundown buildings, graffitied walls, sun-drenched strip malls, but each time the camera freezes, we get introduced to another member of the cast. Whether it’s a name written into the graffiti or one spelled out on the placard outside a church, it’s a creative way of bringing in the environment that plays such a large role in this film. Coen continues this whimsical style of directing throughout the film, tying it all together quite neatly.
Although the film is set in modern times, there’s a dated feel that properly sets the mood. Sure, people have cellphones and the internet exists, but Honey still uses her trusty Rolodex, and the retro fashion we see the entire cast dress really adds to the stylization of the movie. Soaked in vivid colors and feeling almost cartoonish with its humor at times, it’s impossible not to be entertained by Honey Don’t! Even if it’s not your cup of tea, there are still moments with laugh-out-loud, slapstick humor. This grounds the movie, despite its otherwise outlandish plot that only spirals more out of control as it races toward the end.
‘Honey Don’t!’s Flaws Don’t Outweigh What Makes the Film Good

Image via Focus Features

Where Honey Don’t! fails is when it tries to move beyond the scope of a B-movie. Whether intentionally or not, there are moments where the facade fades and there’s a more grounded film beneath the layers of pizzazz. Although these are intriguing, they also end up muddying the waters. On top of that, by the time the mystery is solved at the end of the film, it’s revealed that much of the plot leading up until that point has been a red herring. Ultimately, this makes the film feel wasteful, and perhaps it should have extended beyond the 90-minute runtime to incorporate some of the other plots into its finale.
Chris Evans’ corrupted preacher Drew, is one of the funniest characters in the movie, and his role reminds me just how good he is in a comedy movie. However, his character is a large part of the aforementioned problem. By the time the film is over, I question his character’s purpose. What’s more is that the hypersexualization in the film partially involves Evans’ character — when he’s not naked and having sex, he’s preaching — and more largely involves Plaza and Qualley’s characters. Sex is an obvious aspect of a B-movie, and since the trilogy is a lesbian B-movie trilogy, of course, there are going to be sex scenes.
However, as I watched these scenes, I wondered where the line was being drawn between finding inspiration from a genre and exploitation of the genre to justify the male gaze. Considering that many of the sex scenes either fully focus on the female body, and all of the scenes with nudity only feature women, calling this a B-movie feels like an excuse more than a justification. It’s one of the biggest problems I had with the film, where it felt like sex wasn’t there to serve the plot or the story; it was there for us to see naked actresses kissing.
There are more issues with Honey Don’t! than not, however, that doesn’t take away from the genuinely funny moments and Qualley’s electric performance. It’s hardly a perfect film, but if you like the genre, and you liked Coen’s previous film, this might be another slam dunk for you. Personally, it’s too difficult to overlook the rough to find the diamond there.

Honey Don’t!

Ethan Coen’s second film in his trilogy stays on theme, but that doesn’t necessarily mean it works and ultimately feels a bit too exploitative.

Release Date

August 22, 2025

Runtime

90 Minutes

Director

Ethan Coen

Writers

Tricia Cooke, Ethan Coen

Pros & Cons

Margaret Qualley is the highlight of the movie as the titular character.
Coen’s humor is still on-point, making the film a fun and upbeat watch.

The film doesn’t stay in the B-movie genre and, by the end, it hinges on something more serious.
The sex scenes in the film feel borderline exploitative and the camera focuses solely on the male gaze.