Dir: Shane Meadows. UK. 2002. 104 mins. Director's Fortnight

Extensive critical acclaim has failed to generate great audience enthusiasm for the previous films of British hyphenate Shane Meadows. A broad, bittersweet comedy, his third feature Once Upon A Time In The Midlands should tip the balance in the opposite direction. A more conventional and more obviously commercial proposition with a stellar cast of British acting talent, it is a warmhearted, highly likeable affair that should perform decently in a British market currently favouring such upbeat charmers as Bend It Like Beckham and About A Boy. The stellar cast should also help Meadows move beyond the festival circuit in some international markets and perhaps only the critics will lament the sacrifice of the poise and poetry in his earlier films TwentyFourSeven (1997) and A Room For Romeo Brass (1999).

A romantic drama in which two men discover that one town just ain't big enough for the both of them, Once Upon A Time In The Midlands transfers the epic landscapes and attitudes of a Leone spaghetti western to the mean streets of English town Nottingham. Houses rather than open spaces stretch as far as the eye can see, milk floats substitute for a horse and carriage and bingo halls contain as much conflict as a spit and sawdust saloon but its still a place where a man's got to do what a man's gotta do.

Shirley Henderson's mousey, red-nosed Shirley is the purty little thing torn between two lovers. Appearing on a daytime chat show, she is so surprised by boyfriend Dek's (Ifans) awkwardly sincere marriage proposal that she refuses him. Watching at home in Glasgow, her ex-boyfriend Jimmy (Carlyle) realises he may still have a chance to rekindle their romance. Absconding with the takings from a bizarre robbery on a group of clowns, he hits the trail hotly pursued by his vengeance-seeking partners. Naturally, as soon as Jimmy rides into town, all hell breaks loose. Shirley realises she may still have feelings for him. Milquetoast Dek fears that he will lose her her and all roads lead to a final showdown between the nice guy hero and the psycho heel.

Peppered with colourful secondary characters, including a terrific Kathy Burke as Jimmy's feisty foster sister Carol and Ricky Tomlinson's as her honky tonk husband Charlie, Once Upon A Time In The Midlands is guilty of trying a little too hard to please. Boisterous, free-flowing and high-spirited in its early stages, it struggles to contain all its plot elements and raucous characters. The threat from the thuggish Scots on Jimmy's trail appears and disappears at Meadows' convenience. Even Carlyle's Jimmy seems to change from foul-mouthed reprobate to plaintive charmer at the flick of the switch. Given that his track record includes several roles in a similar vein, most notably Begbie in Trainspotting, it almost feels as if a very fine actor is beginning to tread water.

If Carlyle effectively represents a mean critter from the Lee Marvin school of baddies then Rhys Ifans has the trickier task of playing the gauche, peaceable James Stewart type who eventually finds the gumption to strap on his six-shooter and settle matters once and for all. Dressed for maximum embarrassment, he has some fine comic moments in a sympathetic performance that blends slapstick schtick with more tenderhearted shadings. Even more impressive is the debut performance of 12-year-old Finn Atkins as Shirley's daughter Marlene, a girl wise beyond her years played with an honesty and directness that more experienced performers can only envy.

The film's Western ethos is underpinned by a jaunty, inventive, cod Morricone score from John Lunn and the production credits are pleasing throughout. If the laughter and applause at its first Cannes screening are any indication, it should prove a crowdpleaser. A film of small pleasures and a big heart, it is hard to dislike.

Prod co: Slate Films
Int'l sales: Film Four International
Prod: Andrea Calderwood
Exec prods: Paul Webster, Paul Trijbits, Hanno Huth
Co-prods: James Wilson, Louise Knight
Scr: Meadows, Paul Fraser
Cinematography: Brian Tufano
Prod des: Crispian Sallis
Ed: Peter Beston, Trevor Waite
Mus: John Lunn
Main cast: Robert Carlyle, Rhys Ifans, Kathy Burke, Shirley Henderson, Ricky Tomlinson, Finn Atkins