Billy Bob Thornton's deliberately paced film adaptation of Cormac McCarthy's novel "All the Pretty Horses" at first seems like the sort of movie that was probably a very good book but isn't transferring well to the big screen. It seems too introspective and too unplotted to be made into something as literal as a movie.

At some point along the way, "All the Pretty Horses" gels, the viewer settles into it, and it becomes a transfixing movie experience on a par with some of the best.

The setting is Texas in 1949. America has not yet completely entered the modern age, and in the ranchlands of Texas, especially, things are still very much the Old West. Horses are the primary means of transportation. The time seems so far distant from 2001 that when things like cars and telephones are mentioned, they seem anachronistic. We have to remind ourselves that yes, those things DID exist at the same time as these cowboys and roughriders.

It was an unusual moment in our history: We were on the brink of complete modernization, but still clinging tentatively to our old-fashioned roots.

Personifying this general trend is John Grady Cole (Matt Damon), a young Texan whose grandfather's death means the imminent loss of the ranch that has been in the family for generations. John can't imagine doing anything other than living on the ranch; however, circumstances are about to force him to do more than just imagine it.

He and his life-long buddy Lacey Rawlins (Henry Thomas) head to Mexico to get work as cowboys, sort of a last hurrah in the remaining few months before this part of their lives is gone forever. On the way, they meet 16-year-old Jimmy Blevins (Lucas Black), a tough kid running hastily from an abusive stepfather. The three make it to Mexico, where Jimmy's horse and gun are stolen. John and a slightly more reluctant Lacey are willing to help him get his property back, but Jimmy impetuously rushes the place, drawing attention and forcing John and Lacey to take off, leaving him to settle his own mess.

The two wind up working for Mexican millionaire Don Hector Rocha y Villarael (Ruben Blades), doing the sort of cowpoking and bronco-busting they'd always dreamed of. To make it even better, John manages to catch the eye of Rocha's beautiful daughter Alejandra (Penelope Cruz).

Here is where the film stumbles a bit, changing from a drama about a man searching for his soul into a fairly standard forbidden-love thing. Rocha and his matronly aunt disapprove of the relationship, you see, and the situation resembles any one of dozens of dirty jokes about traveling salesmen who stay at the farmer's house overnight and are warned to stay away from the farmer's buxom daughter.

Through intrigue and deceit, John and Lacey run afoul of the law, causing yet another shift in tone for the film: No longer a sizzling romance, it's now a psychological thriller.

Amazingly, everything becomes cohesive as the film moves toward its finale. It's a movie about a young man's rite of passage, the long, dark night of his soul, the hero's journey, whatever you want to call it. It's nothing obvious -- no Heculean tasks, really -- or sentimental or preachy. John is simply a moral character in a moral movie, doing what moral people did. In those days, you risked your life just to get your horse back. It's just how it was.

Thornton's directorial style is one of careful, loving devotion. Many devices and scenarios recall the old Western movies, and the fantastic musical score is evocative of a thousand emotions associated with the Old West specifically and the loss of innocence generally. He gives us a lot of sweeping panoramic views, but also quite a few tight close-ups of people's faces and eyes -- the windows to the soul, you know, and a key in deciphering the inscrutable emotions of a stoic cowboy.

Matt Damon is at times too pretty to be believed in a role this rugged, but we'll forgive him that because his good-guy persona is perfectly suited to the quiet meritoriousness of John Grady Cole. He seems as capable of carrying the film as John is of making mistakes, finding himself, and returning home sadder but wiser -- and with his horse still under him, to boot. I haven't walked out of a theater feeling this good in a long time.

Grade: A-

Rated PG-13, a lot of mid-level profanity, some strong

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