In this chapter I examine how Todd Solondz's 1998 tragicomedy Happiness represents suburbia by looking at how it uses editing and mise-en-scène in order to create space. By editing, I here mean the coordination of shots, including relationships of rhythm, tone, look, time and space. By miseen- scène I understand, following John Gibbs, ‘the contents of the frame and the way that they are organised’, including everything from framing, types of shots and lenses and camera movement, to composition, colour, lighting, décor, props, costumes and the performance of the actors. If I speak about ‘space’ here, finally, I speak of textual space: the space of editing, graphic space or of narrative space – as opposed to the fictional space I talk about in Chapter 1, the textural space I talk about in Chapter 3, and the cultural or social spaces I discuss in Chapters 4 and 5. I concentrate on three uses of editing and mise-en-scène in particular, corresponding to three distinct dimensions of cinematic spatialisation: the use of discontinuous editing to present the space of geography as sprawling, fragmented and incoherent; the use of disjointed compositions in order to present the space of human interaction as conflicted; and the employment of disconnected, tableau framing, stasis and deep focus in order to render the space of mind alienating. In the concluding section, I argue that in spite of the film's particular stylistic choices, the cinematic suburb is here less a specific visual or narrative construct than what Raymond Williams once called a ‘structure of feeling’, a recognisable pattern or set of beliefs and sensibilities across a culture or community discourse at any one point in time or space.