Rip Torn plays Alan an aging musician in Memphis who is an obnoxious somewhat emotionally erratic personality who is nonetheless liked by everyone. He is twice divorced and now living with Laura (Dina Korzub) an aloof Russian immigrant 30 years his junior who has given him a young son.

They have a relationship that seems to be all on the surface. They go through the motions of their days and nights occassionally cheating on one anther when they get the chance but both sticking it out together as though there is no one else to run to.

Their relationship gets the a test when Alan's older son Michael (Darren Burrows) comes to visit. It's not that Michael shakes things up; he's a pretty laid back guy - but it is that he talks to Laura and ultimately confides in her the troubles he is having back in California with his own wife. In time, Laura takes to Michael because he opens up to her in ways that Alan never will - plus Michael is closer to her age.

Directed - or what some say is more observed by Ira Sachs - the film's plot becomes diffuse, the conflicts lose momentum, the character flaws all come to the forefront as the film makes a slow grind toward reality. Each of the characters in their own way are living quietly desperate, empty lives but they cannot find a way to let anyone know how they feel. And because of this the film itself begins to feel frustrating and empty. But, one could argue, that may be the whole point.

Adding to all this Forty Shades of Blue has a grainy natural-color look to it and there are a lot of cutaway shots to people's faces and to meandering action all of which sets the mood for the film. Many actors too look like they dropped in from a lost Robert Altman picture as the film reveals itself to be one about loneliness - even tragedy - even though no real tragedy takes place.

I'm not sure the whole thing succeeds as a 'story' because it purposely avoids resolving itself. But it does have a mesmerizing quality, the acting is terrific in an understated observed way and it sticks with you in ways that Hollywood films rarely do these days; Dina Korzub is especially fine in the role of the alienated Russian woman.

A big winner at Sundance in 2005 Forty Shades of Blues doesn't attempt to wow us, trick us or make us cry. It instead exists as an observant, gloomy, poetic slice of life. That alone makes it worth a look.

Video:
Presented in 1.85:1 the DVD brings out the natural lighting and colors and displays a grainy quality very well. Shot in super 16mm by Julian Whatley - who made a Green Day video called "Time of Your Life" - the film looks and feels nothing like a music video. In fact, it looks more like a film of the 1970's than on made today.

Audio:
I believe the audio is in Dolby digital 2.0. Set in Memphis the music industry is in the forefront of the entire film and there are a few bits of live music performances [or they seem live] all of which sound good. Their are also a lot of natural sounds and off camera dialogue, which sometimes sound a lot like a Robert Altman film - he often uses multiple tracks with people talking over on another. This one is ultimately quiter than that.

Extras:
There are no extras other than trailers for other Capital Entertainment features and documentaries including 'Double Dare', a how-to soccer doc titled 'How to Really Bend it Like Beckham'.