Little House on the Pavement

A woman is caught between her bad-boy, rock 'n' roll ex-husband and the sweet, adoring current lover in "Once Upon a Time in the Midlands," directed by Midlands-born Shane Meadows. This is the 31-year-old Meadows' third feature, following "TwentyFourSeven" and "A Room For Romeo Brass" -- and his first love story. The previous works had been shot quasi-documentary style with violent, gritty stories from the Midlands working class (his home turf). But with "Once Upon a Time" Meadows aims for a bigger audience and reins in his cynicism.

That's not to say that "Once Upon a Time" teeters into cuteness. Meadows simply sticks to eliciting chuckles and big smiles of empathy for the indecisive yet endearing heroine as she, her daughter and extended family all ponder over which man to choose. He trains his lens on the rows of anonymous, identical town houses and tells us that behind these windows are tales of love and yearning. Where Ken Loach or Mike Leigh would have taken the same material and turned it into a political statement, Meadows keeps the tone strictly personal, then finishes up with a family outing at the ice-skating rink, with promises of pizza afterward. He bypasses the issues of class and social underpinnings and turns up the thermostat -- feel the warmth!

He also has plenty fun stylizing this into a faux western, with swinging saloon doors (in the local bingo parlor), a distinctly country soundtrack ("Stand By Your Man" and "Shoot the Moon" are among the twangy tracks) and lines like "I want you to get out of this town and never come back" (said with a hint of Clint Eastwood drawl). In fact, Rhys Ifans, who put on weight and smoothed down his sharp Welsh edge to play the heroine's nice-guy lover, is mindful of a bumbling James Stewart minus the firearms. When it comes to a showdown, his character, Dek (who runs the local garage called Clutch Hutch), brandishes not a gun, but a power drill.