Nudity is clearly McQueen's calling card. For him, naked flesh is an artistic medium, like modeling clay in the hands of a socially aware sculptor. His goal is not to titillate but to make us feel uneasy, like unwitting voyeurs forced to observe humankind at its most debased and objectified. It doesn't take long before unclothed bodies show up onscreen in "12 Years a Slave," as male and female cane-field laborers must wash together outside in a yard while the world passes by. Later, as they sleep en masse in tight quarters, a sexual act occurs, but it is committed more out of desperation for human contact than desire.

Like Lee Daniels in "The Butler," McQueen capitalizes on his growing rep to stack the casting deck with recognizable faces, many plucked from the indie universe. Paul Giamatti lends a grubby gruffness to his all-business slave trader. Benedict Cumberbatch is Northup's first master, the (comparatively) kindly William Ford, who treats Solomon and his skills as a violinist and craftsman with respect while wrestling with the contradictions that their relationship presents.

Paul Dano performs his nasty plantation overseer John Tibeats, who considers Northup's every move a personal affront, with all the hysteria he afforded his preacher in "There Will Be Blood," plus a sadistic streak. "Mad Men" costar Bryan Batt invests his Judge Turner with effeminate affectations, while Alfre Woodard's fancy lady slyly sips her tea at her leisure as an ex-slave who uses marriage as a passage to freedom. There is even room for "Beasts of the Southern Wild"'s Dwight Henry (as a slave) and Quvenzhané Wallis (as Northup's daughter).

But this supporting crew all take a back seat the complicated tango played out by Northup's most malicious master, Edwin Epps—who is given more than a few shades of gray beyond villainous black by McQueen's favorite collaborator, Michael Fassbender—and his abused slave mistress, Patsey, brought to life with heart-wrenching honesty by newcomer Lupita Nyong'o.

You wouldn't know it from all the film festival raves for "12 Years a Slave," but there are a few missteps. As Epps' shrewish wife, Sarah Paulson's Mary might as well be called Maleficent, given her evil character's lack of nuance. Also, a tonal misstep occurs quite early on as Northup, a devoted family man who is initially a bit of a dandy and full of pride, is tricked by a pair of con artists into believing he is joining a traveling circus. After a night of heavy drinking, he awakens to find himself in a dark dungeon, shackled and alone. It's Edgar Allan Poe by way of Walt Disney's Pinocchio, the boy puppet coerced by hucksters into going to Pleasure Island. Nothing wrong with such fairy tale allusions, but its handling jars.

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