Phil Morrison's Junebug is inspired by the way urban and rural cultures regard each other, but unlike most movies that take a look at those two cultures it doesn't use broad caricature and condescension. If anything, Morrison and screenwriter Angus Maclachlan pay special attention to the humanity in each of the characters. No simplistic rednecks or soulless city slickers here.

And that makes sense because Junebug is all about how one group learns to see the other. Fittingly, the main thrust of the story comes when Madeleine (Embeth Davidtz), a Chicago art dealer specializing in "outsider" art, travels to North Carolina to try to sign a painter to her gallery. As a dealer in this kind of unstudied, somewhat raw art, Madeleine has made a career out of looking at the work of rural artists living outside her urbane world from a distance: She sincerely loves the art, but there is also a patronizing sensibility to her appreciation that she probably doesn't even know is there. The artist she's after in the film (played by Frank Hoyt Taylor) is clearly schizophrenic (documentary fans may have seen a recent film called In The Realms of the Unreal about a similar artist named Henry Darger) and in some ways doesn't understand what Madeleine wants from him. But she bats her eyes and tries to explain why her gallery is the right place for him. It's cultural tourism of a very sophisticated order.

Madeleine's visit to North Carolina serves another purpose: Her new husband George (Alessandro Nivola) hails from the area and they take the trip as an opportunity to visit his family. While the culture-clash mixture of Madeleine's international stylishness and George's family's suburban drabness seems a little obvious at first, the subtle writing and excellent work of the cast helps overcome a situation that would have turned most films into boring hicks-vs.-slicks cliché.

George's mother Peg (Celia Weston), father Eugene (Scott Wilson), and brother Johnny (Ben McKenzie of The O.C.) each have their own inner conflicts, although at first the characters seem like typical closed-off Southern movie characters. But the more time the film spends with them, the more the exceptionally subtle work of the actors and the script reveal each to have a secret life that they barely show to the outside world. For example, some brief, tender words that Eugene shares with Madeleine confound the viewer's impressions of this stifled man. And Johnny, a glum, angry young man, shows an attitude shift at work that puts his character into a completely different (and complex) perspective. Similarly, his one selfless moment in the film is both touching and frustrating as he fails at the one we ever see him try do for someone else.

That someone-else is Johnny's extremely pregnant wife Ashley, the character who elevates the film from impressively constructed family drama to the level of must-see filmmaking. That's because, as embodied by the brilliant Amy Adams, Ashley is arguably the most enjoyable, entertaining, and heartbreakingly real character to appear in an American film during last year. As played by Adams, Ashley is a hopeless romantic, a ball of positive energy so determined to see the bright side of things that the audience can't take their eyes off her. Everything excites her, but to reduce her enthusiasm to "childlike" is to make it seem too easy. She assaults the newly arrived Madeleine with questions about her life because she's never left the immediate area and can't imagine what else is out there.

But she wants to know. Adams face is an open book of curiosity and wonder. Having seen Adams in some other roles only helps make it clear how transformative her work here is. She fully embraces Ashley's unique personality and walks a fine line that lesser actors could easily have crossed into caricature. Instead, Ashley becomes the central figure to the film, the embodiment of the local culture that Madeleine views as a quaint source of marketable commodity.

For her part, Davidtz does a great job of playing opposite Adams. Her Madeleine is a strong, modern woman with career goals and ambition. The idea that she doesn't have kids (she's a few years older than George) is strange to her in-laws, as is her drive to rep the kind of art in which she deals. (Ashley innocently refers to the local painter as the "retarded artist.") But Davidtz also doesn't allow her character to just live in two dimensions. Madeleine isn't always as confident as she projects and questions her decisions at times. Her game face and her negotiating skills make her a big city woman in the eyes of her in-laws, but inside she's struggling to figure herself out.

Madeleine faces a family-or-work choice late in the film that the script seems to want to use as a key moment in Madeleine's emotional journey, but this convention is one of the few that feels forced. There's an unnecessary quality to it, like Madeleine could have easily overcome it and had both with a little better planning, something that this fiercely intelligent character should have pulled off. Unfortunately this turn simplifies what had been a beautifully internalized concept up to that point.

Not helping this twist is the one weak performance of the film. George is underwritten (even though he probably has more lines than the wonderful father character) and Nivola does nothing with what little he's given. The idea that Madeleine and George got married without knowing much about each other is interesting, but that shouldn't hold the audience back from getting to know the guy; After all, we start to understand Ashley from the first glorious shot of Adams' face. George, however, never comes to life and his somewhat harsh treatment of Madeleine is weird and out of place. It's not necessarily out of character, since we don't know enough about him, but it comes across as weirdly petty and wrong. He does have one lovely scene, however, where he sings a hymn at a church function.

Having the George character misfire is crucial, since he's the one coming home, but not fatal, since so many other characters are so fascinating. Morrison's pacing and visuals are beautiful, the script contains a lot of insight, and the treatment of the location is honest. And the bulk of the cast is memorable and fascinating. Plus Adams' star-making performance should be one of the constants this award season. Even if she were the only good thing about Junebug, Adams would make it worth watching.

VIDEO:
The widescreen anamorphic transfer is very nice. Peter Donahue's cinematography is simple but effective and Morrison's style of allowing the viewer to look at serene, quiet settings for lengthy shots all add up to a patient, beautiful film. Some darker scenes are a touch grainy, but overall the film and the transfer are excellent.

AUDIO:
The Dolby Digital 5.0 soundtrack is good, although obviously the lack of a dedicated LFE channel and the quiet, subtle mix isn't the stuff that reference demos are made of. Still, the dialog is clear and Yo La Tengo's score (plus other bits of music) sounds great. French subtitles are included.

EXTRAS:
There are a few very nice extra features. First off is the chatty, entertaining commentary track from co-stars Embeth Davidtz and Amy Adams. While the director opted not to appear on the track, it almost worked out better this way, since the two actresses are funny and charming and they really offer a lot of insight both into their own work and the intentions of the filmmakers as they understand them. Often cast commentaries are crammed with too many participants and become messy, but with just these two terrific participants it's clean, clear and engaging.

There's a section called "deleted scenes" that's actually a more interesting grab bag than you'd think. Some are just scenes that didn't make the cut (like a couple with Madeleine's art scouts) while others are alternate angles of things that do appear in the film, like a beautiful unbroken take of Madeleine watching George sing the hymn. There are even a few clips of scenes that aren't in the film that include Morrison's off-screen direction of the actors. Interesting stuff for viewers who might not be familiar with the filmmaking process. All ten segments are presented in non-anamorphic workprint transfers.

The five short behind-the-scenes segments mostly focus on the castmembers (although, curiously, there isn't one for Davidtz) and contain a lot of nice moments and thoughts. There is also one about the overall setting of the film (screenwriter Maclachlan's hometown of Winston-Salem) which includes an impromptu tour of the location with Adams. The more time she spends on screen the better. And seeing her out of character is a hoot.

There are also clips from casting sessions with Adams and McKenzie that reveal both actors quite capable of creating their characters even with just a bare room and a casting director to work with.

A gallery of the paintings used in the film does a nice job of giving the viewer a closer look at some of the strange details that artist Ann Wood incorporated into her work for the film. Wood provided far more detail than the film had time to show and this feature helps fill in the strange gaps.

There are also trailers for a host of other independent films like Capote and The Squid and the Whale.

FINAL THOUGHTS:
A beautiful, subtle film, Junebug overcomes its few weak spots with engaging characters and actors as well as a lovingly rendered atmosphere that's moving without being maudlin. And in Amy Adams' Ashley, the film contains one of the best combinations of performer and character in years. It's always fun to really discover a talent and if Adams gets more roles with the unique depth of Ashley she'll really be one to watch.