Like last year's Stolen Summer, The Battle of Shaker Heights was spawned by HBO, Live Planet and Miramax's cable hit series "Project Greenlight." And like Stolen Summer, this second feature to emerge is a very nice, beautifully acted, humor-tinged coming-of-age drama. But also like its predecessor, Shaker Heights begs the very same question: How do you draw audiences to a very nice, beautifully acted, humor-tinged coming-of-age drama without any marquee names, edge or sharp marketing hooks?

In its favor, the film does offer Shia LaBoeuf (star of the overrated, over-marketed Holes) in the highly appealing role of 17-year-old Kelly, an aimless senior from the wrong side of the tracks in affluent Shaker Heights, Ohio, who seeks refuge from a troubled home to perform in elaborate simulated war battles in nearby fields. The movie is also powered by Erica Beeney's smart screenplay (beating over 7,000 other "Project Greenlight" entries) and fine casting in all subordinate roles, including Elden Henson as Bart, Kelly's rich pal and fellow war buff, and Amy Smart as Bart's older princess sister Tabby, who arouses the man in the doggedly boyish Kelly.

The story kicks off with the uniformed Kelly in the midst of an elaborately staged battle with German soldiers. Kelly and new friend Bart bond and plot an elaborate revenge against Lance (Billy Kay, a Spirit nominee for his acclaimed role in L.I.E.), the high-school bully who torments Kelly. Their so-called "Operation Mincemeat," emanating from their skills at battle simulation, amounts to delicious revenge.

The ill-adjusted Kelly fights battles on other fronts: He rejects the advances of cute Sarah (Shiri Appleby), his young colleague on the late-night shift at the local Shop Rite, and, on the family front, remains estranged from his recovering drug addict dad Abe (William Sadler) and his struggling art teacher mom Eve (Kathleen Quinlan).

Welcomed into Bart's family, Kelly falls under the spell of Tabby, who is about to be married to handsome Miner (Anson Mount) and study art at Yale. Kelly and Tabby share a love of art. Discussions ensue and sparks fly, which are incendiary for Kelly. Tabby's squabble with Miner catapults her into the arms of Kelly. Their makeout session, meaningless to Tabby, sends Kelly into turmoil. He crashes Tabby's wedding but has a showdown with both of the affianced that provides life lessons and leads to the inevitable reconciliation with both mom and dad. But, as evidenced in a final scene with bully Lance, Battle effectively avoids being too mushy or predictable.

Maine-based directors Kyle Rankin and Efram Potelle deserve stripes for this effort and, as seen in the HBO series, for surviving on the Hollywood battlefield. Production values are fine. Beeney's script is often right on the mark (Kelly describes his irresponsible dad as a VH1 documentary without the music) and the Los Angeles locations are convincing stand-ins for the Ohio setting.

War in this accomplished film is certainly more heaven than hell. But the real battle will be at the box office, where this lightweight entry could get crushed.

-Doris Toumarkine