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This paper explores director Sarah Watt's innovative technique in the 2005 Australian film Look Both Ways. In this film, Watt explores the inner thoughts and the mostly death-related fears of her characters, but with humour. She directs the viewer to 'look both ways'; that is, from the point of view of the spectator and also from the point of view of the characters. Gilles Deleuze's system of cinema in Cinema One: The Movement Image is discussed to enable an understanding of how Watt's technique engages the spectator at a level of emotion and empathy.
