Cormac McCarthy's All the Pretty Horses is among my favorite novels, so I was a little hesitant to see the film. I have been trying to convince myself that film and literature are two different things, that the elements you accentuate in film are different than those you accentuate on paper. The problem is, the things that made the novel so wonderful are the things that don't work so well on film. They are not strictly visual, they allow the reader's imagination to take over and fill in the details in the elegiac prose. The book was like a daydream of a hazy, distant past.

Something about trying to recreate that dreaminess on film seems like an exercise in futility. Billy Bob Thornton tries, fails some of the time, and succeeds often enough to make the film worth watching. It will not replace the reading of the book, because the book, by leaving so much unsaid, tells a much fuller and finally more interesting story.

It is 1949. John Grady Cole's (Matt Damon) mother sells their Texas ranch to an oil company, and Cole and his friend Lacey Rawlins (Henry Thomas), in search of a lost time when it was enough to ride on the open range, journey to Mexico, hoping to see the sights and work as ranch hands on one of the sprawling rancheros that still exist south of the border. That was a long sentence. Anyway, they meet up with Jimmy Blevins (Lucas Black), who looks like trouble and turns out to be, riding a horse that's too good for him. He wants to ride with them, and they let him, against Lacey's wishes. Cole is the dreamer, and Lacey is the practical one. Jimmy's horse runs off during a thunderstorm, carrying his clothes and gun. They encounter the horse in a dusty town, Blevins sees his gun in another man's pocket, and they decide to steal the horse back, all against Lacey's wishes. Lacey is the smart one. During the chaos that surrounds the theft, Blevins gets separated, and the other two journey on, ending up on Don Villarael's (Ruben Blades) ranchero. They get jobs breaking horses, and Cole meets Alejandra (Penelope Cruz), the beautiful daughter of Villarael and the one person Cole is supposed to stay away from. Because they're young and naive, they fall in love. This causes a great deal of trouble, and the pair end up in prison as the accomplices of Jimmy Blevins, murderer.

The camaraderie that exists between Lacey and Cole is real. It's the high point of the film, really the main reason to watch it. Much of the acting is good, especially Blades and Damon, but Penelope Cruz continues to puzzle me: why is she a movie star? Thornton's direction is too hesitant at times, and he sometimes fumbles the transitions between scenes.