The Hi-Lo Country is a big ole western soap opera, but with virtues that are increasingly rare in today's cinema: an expansive backdrop, mercurial characters, flavorful dialogue and high production value. It's the kind of robust, old-fashioned yarn Howard Hawks or Sam Peckinpah used to make, and there's even a Peckinpah connection: screenwriter Walon Green, who co-wrote the '60s classic The Wild Bunch.

Containing familiar ingredients like cattle drives, barroom brawls and greedy landowners, The Hi-Lo Country resembles the classic westerns, with one big difference: It's set at the end of an era, in the years following World War II. Based on the novel by Max Evans, the movie charts the turbulent friendship of two men living in the dusty town of Hi-Lo, New Mexico-hellion Big Boy Matson (Woody Harrelson) and his more contemplative buddy, Pete Calder (Billy Crudup). Big Boy and Pete struggle to keep alive the tradition of the independent cattleman, despite the encroaching power of local business shark Jim Ed Love (Sam Elliott), whose minions include Big Boy's gutless younger brother, Little Boy (Cole Hauser). Pete is heartbroken to discover that, during the war, his old flame Mona (Patricia Arquette) has married Jim Ed's ranch hand. The pain is compounded when he learns that Mona is carrying on a reckless love affair with none other than his best friend, Big Boy.

The Hi-Lo Country is both an intimate character study and a portrait of a unique moment in American history. The thematic richness of the material, which was first proposed as a movie project for Peckinpah in the 1960s, is surely what attracted producer Martin Scorsese and director Stephen Frears, re-teaming for the first time since 1990's acclaimed The Grifters. Frears, an Englishman, may have seemed an odd choice to helm a cowboy movie, but he and his longtime cinematographer Oliver Stapleton bring terrific craft to the assignment, giving the tale both grandeur and a gritty authenticity. Green's adaptation is also strong, filled with charmingly colloquial dialogue and narration ('She came up against me like silver foil...').

At the center of the story is the relationship between Pete and Big Boy, which doesn't always follow the expected path. The gallant type, Pete fights his feelings for Mona to save his friendship, but ultimately succumbs in an uncharacteristically ugly way. Big Boy, meanwhile, proves to be more decent and honorable than his randy nature would at first lead you to believe. Though the story comes to a tragic end, it remains a bit anticlimactic: The expected big showdown between our heroes and the allies of smirking Jim Ed never quite materializes; the violence that does erupt is foreshadowed but sadly avoidable.

Harrelson is perfectly cast as a roguish man's man, a self-described 'fucker and fighter and wild-horse rider.' In a seemingly effortless performance, he convinces as a natural-born cowboy and a guy who likes to shake things up just for the hell of it. In the more complex role of Pete, rising star Crudup (Sleepers, Without Limits) ably communicates his character's conflicting emotions as his passion overtakes his feelings of loyalty. Unfortunately, Arquette, with her monotoned delivery, makes a rather mystifying object of so much lust-granted, Mona is supposed to be jaded and self-absorbed, but the movie could have used a more dynamic femme fatale. In an ironic casting twist, the Spanish actress Penelope Cruz (Belle Epoque, Live Flesh) is much more appealing as Josepha, the devoted girlfriend Pete takes for granted.

The Hi-Lo Country is a nostalgia trip in more ways than one, successfully recalling the days when meaty westerns were a frequent part of the movies' bill of fare.

--Kevin Lally