At first it seems as if the long wait has been more than worthwhile. The beautiful opening scenes of this film adaptation of All the Pretty Horses, which was completed over a year ago, promise to capture, in cinematic terms, some of the spare, almost poetic prose of Cormac McCarthy's much-loved novel about a mythic American cowboy, circa mid-20th century.

But soon after the young runaways John Grady Cole and Lacey Rawlins (Matt Damon and Henry Thomas) lead their horses across the Rio Grande, leaving the ranch country of their native Texas for unknown adventures in the wilds of Mexico, the movie evolves into an anti-poetic, structurally elliptical mess. Although the visuals are consistently lovely to look at, the action is just as consistently unexciting. Also, sad to say, the leading characters become bottom-line boring.

The fault may lie not so much with Billy Bob Thornton's direction, or with Ted Tally's script (begun in 1991), but with the original notion that McCarthy's book could and would lend itself to a near-literal translation to the screen. First, the book offered very little plot to work with. Secondly, McCarthy's writing style is almost breathlessly low-key, a quality which is strangely gripping on the page but sleep-inducing on screen. And finally, some of the book's most fascinating descriptive details--about how to break wild mustangs, for example--are simply lost in the visual retelling.

So, what's left? As noted, All the Pretty Horses does have lots of pretty pictures of southwest Texas and northern Mexico, as well as a nice Latino-inspired background score, and some admirable (though restrained) performances by Damon, Thomas, and Penlope Cruz as Alejandra, the beautiful and rebellious daughter of the "hacendado" (Rubn Blades) who owns the vast Mexican cattle ranch where Cole and Rawlins find work. The most interesting characters, however--beyond an intensely charged pair of cameo appearances by Bruce Dern and Sam Shepard--turn out to be a young boy and an old woman. Actually, the film's main plot, as well as its romantic subplot, pivots around these two seemingly subsidiary roles.

The boy, Jimmy Blevins (compellingly played by Lucas Black), is another runaway (and, ominously, he's riding a stolen horse) who, seeking protection, attaches himself to the sympathetic Cole, who always does the right thing, and the cynical Rawlins, who's sure the kid means trouble. Does he ever. When the Mexican police snatch Cole and Rawlins from their cushy jobs on the ranch, they're thrown in jail with the long-lost Blevins and accused of being his accomplices in horse thievery. Blevins, however, is also charged with murder, which he admits committing--so he, for one, is not surprised that his punishment, which is administered outside the law but in front of his two friends, fits his crime.

The old woman, Alfonsa (Miriam Colon), is Alejandra's aunt, and once a youthful rebel herself. But she was long ago reined in, broken and put out to pasture, so to speak, to become the girl's social and moral guardian. Alfonsa knows how the love affair between Cole and Alejandra will turn out. And so do we, right from the get-go. But who knew that this elegant matron would be the one to save Cole and Rawlins from obscurity and eventual death in a Mexican prison? Or that her elaborate philosophizing on the noble verities and hard realities of life would provide the moment to make us stop yawning and try to pay attention? Just in time, too, to see Cole's daring move to retrieve the horses on which he and Rawlins and Blevins crossed the Rio Grande. But it's too late for such heroics; we're already bored enough not to care.

--Shirley Sealy