The acting was great + the camera work and the editing
Honestly I didn't really like Cate's acting in the first half hour or so, because I felt she acted way too much like she deliberately set out to fall in love with Rooney's character and I pictured it more as an "accidental" thing? Idk, her acting was great afterwards tho.
Nicole's collective bad karma was always going to overpower any good she did towards the run up to By The Sea, it was inevitable
its still a great movie and one of Angie's best IMO