Dir. Lisa Cholodenko. US.2004. 120mins.

A powerful and nuancedpiece of storytelling, Cavedwellerfollows in the wreckage-strewn wake of a woman trying to rebuild her lifeamidst the deaths of her two husbands and the bitterness of her daughters byboth men. Based on the novel by Dorothy Allison, it stars and is executiveproduced by Kyra Sedgwick, who continues to prove herself one of US independentcinema's outstanding and bravest performers.

Here, Sedgwick has chosen atale so steeped in tragedy as to be untouchable. And yet she, director LisaCholodenko (High Art, Laurel Canyon) and screenwriter AnneMeredith (Bastard Out Of Carolina,also based on an Allison novel) have created a film that transcends such easycategorisation. It was one of two features fully-financed by therecently-launched Showtime Independent Films to world premiere at Tribeca, theother being actor Tim Daly's directorial debut Bereft.

Like The Woodsman, which played in Director's Fortnight at Cannes andalso features Kyra Sedgwick and her husband Kevin Bacon, Cavedwellerdemands much of its audience but rewards close attention. A limited domesticarthouse run seems likely as it enjoys further festival play and a likely slotat Toronto - it was shot mostly in Canada - should yield international sales.

The film opens with thedramatic exit of musician and all-around good-time guy, Randall Byrd (Bacon) -making out with a groupie in his weaving Porsche, he is the picture of a manout of control. Widowed Delia Byrd (Sedgwick) is distraught and irrational.

Out of the blue, she decidesto leave LA and take their daughter, Cissy (Arnold), across the country to Delia'shometown in Georgia, a prospect the precocious ten-year-old regards with dread.She hates her mother for leaving her father and now she's leaving her home.

As mother and daughter headcross-country, the trajectory is clearly one of self-destruction. The beauty ofAnne Meredith's script comes in the unpacking of Delia's past and the turbulenthome-life she abandoned ten years before. Just when her behaviour seems mosterratic and her motives unsound, a revelation minor or major forces the viewerto reassess such judgments.

Arriving in the smallGeorgia town, she and her daughter are confronted by such hostility - "you'rethat bitch who left behind your babies - that it seems madness not turn the cararound and head back for LA. But her mission becomes clear.

Her first husband, Clint(Quinn) an abusive drunk, is in terminal decline with cancer and their twogirls, now teenagers, have long since left for the care of Clint's motherLouise (Burroughs). Now Delia wants to regain custody.

The heart of the story isthe achingly difficult process of piecing together their collectively brokenlives. Delia is not the mother Amanda (Zima) and DeDe (Mullen) have dreamed of;nor are they the sisters Cissy could have imagined for herself.

Cholodenko and Meredith giveeach character the shading that creates strong emotional connections for theaudience. And every performer - down to the most minor part - capitalises onthe splendid material. The local pastor (Lett) who seems put-out by the returnof this scandalous home-wrecker is also the man who urged her to leave in thefirst place, for it turns out that Clint attempted to kill Delia. That she doesnot use this piece of crucial information to set her daughters against theirfather is initially maddening but ultimately ennobling.

The film boasts aterrifically evocative soundtrack, especially as Sedgwick and Bacon recordedmany of the tunes together - rarely do songs so fluidly compliment action andmood, It's very much like Cholodenko's previous film, Laurel Canyon, a factor that no doubt influenced the director'sdecision to take part.

Prod co: ShowtimeIndependent Films
Worldwide dist: Showtime Entertainment
Exec prods: David Yudain, KyraSedgwick, Orly Adelson, Robert Halmi Jr
Prod: Micahel Levine
Scr: Anne Meredith, from thebook by Dorothy Allison
Cine: Xavier Perez Grobet
Prod des: Philip Barker
Ed: Amy E. Duddleston
Mus: Wendy Melvoin
Main cast: Kyra Sedgwick, AidanQuinn, Kevin Bacon, Regan Arnold, Jill Scott, April Mullen, Vanessa Zima,Jackie Burroughs, Dan Lett