Undertow is one of those indie gems that shines in large part because of the impressive collection of talent involved. Directed by David Gordon Green who has helmed (All The Real Girls as well as George Washington) and produced by revered writer/director Terrance Malick. Undertow also profits from the flawless acting of the four principals Josh Lucas, Dermot Mulroney, Jamie Bell and youngster Devon Alan, the score of Phillip Glass and the cinematography of Tim Orr.

Set in backwoods Georgia, the film is a gorgeous thing to look at and the compelling story (reminiscent of William Faulkner) is deliberate in it's development but very taut - and for all it's grit and violence it's remarkably tender. After losing his wife, Mulroney has retreated into a backwoods farm with his two sons Bell (who narrates) and the troubled, but lovable young Alan. Mulroney keeps a tight leash on his children, which causes Bell to act out, but despite the tension, there is a palpable sense of love that underscores the family dynamic and really is the quality that held me rapt throughout.

Soon their isolated existence is interrupted by the appearance of the kids uncle Deel (Josh Lucas) fresh out of prison stemming from an incident that took place 10 years prior that involved a sibling competition for the boys mother. Hoping to bury the hatchet, Mulroney invites Lucas to stay on at the place and help out with the boys and the farm. Lucas has proven to be a versatile talent, but his greatest gift is playing shifty, dangerous low-lifes. Before long Lucas' ulterior motives for hunting down the last remnant of his family, surface and the story takes a harrowing turn.

In order to save their skin the two boys are forced to flee the farm and their journey to find safety (perhaps in Mexico) becomes the gist of the story. A classic American tale of survival that not only smacks of the novels of Faulkner, but such classic films as Night of the Hunter and Malick's own Days of Heaven. The film might have easily sputtered out during the flight of the boys had not their acting been so authentic. Again the love between the brothers comes across in such a compelling fashion that the film remains strong even as their journey becomes meandering at times.

Lucas possesses the perfect balance of menace and sympathy to keep his character believably frightening and to the very end he remains the classic southern bad guy. Evidently Undertow is based on a true story and the ending is just vague enough to leave it unclear as to the fate of the boys. I wouldn't recommend this film to guy-movie fans (it's a bit to slow moving and thoughtful) but I'm sure the film will find a cult following among those who seek out video store treasures.