Wealthy, famed music producer Alan James (Rip Torn) was a legend in his time, the golden age of Memphis soul – but that time is steadily slipping away from him. In Ira Sachs' Forty Shades of Blue, he's a king without his court, a performer in search of a stage, roaming Memphis afloat on a sea of booze, drifting ever further from his disinterested, disconnected and much younger Russian girlfriend Laura (Dina Korzun).

The arrival of Alan's semi-estranged son Michael (Darren Burrows), who's married and living in Los Angeles, shakes Laura loose from her dazed way of life – the impending arrival of Michael's unborn child causes her to reconsider the way she's raising her own youngster Sam (Andrew Henderson), while also embarking upon a scandalous and vaguely incestuous affair with Michael. His strained relationship with his father – a bitter, competitive existence that's spiked with easily provoked anger – adds fuel to the fire of the torrid, illicit affair. As Laura finds herself further embroiled in forbidden passion, she comes to an illuminating conclusion that could irrevocably alter her life.

Forty Shades of Blue, penned by Sachs and co-screenwriter Michael Rohatyn, is a tragedy of sorts, but not centered upon whom you'd expect – Alan James is a sad figure, but this film is far more concerned with Laura's gradual disintegration, which is given wonderfully realized life by actress Dina Korzun. Her creeping desperation at being trapped in a life that's beyond her control manifests itself in every scandalous clinch; she's a woman held prisoner by her life, but no one seems to notice how she's drowning. Matching Korzun beat for beat is Rip Torn, whose turn as Alan James is a grand portrait of stubborn decay – Alan knows his place in history and refuses to believe that his time could really be up and that, like the buildings where he plied his trade, he could be razed to the ground in favor of the future and progress.

A quietly powerful, unassuming film, Forty Shades of Blue builds to a simmering climax, one that lingers after the final frames fade – it's a terrific showcase for Torn and Korzun and a film that deserves a wide, appreciative audience.

The Video:

Forty Shades of Blue is presented in a sturdy 1.85:1 anamorphic widescreen transfer – despite its relatively low budget ($1.5 million), Julian Whatley's cinematography looks sharp and clean, revealing a studied grit that wonderfully evokes the film's Memphis locations.

The film's Dolby Digital 5.1 soundtrack doesn't get much of a work-out, due in large part to a heavy reliance upon dialogue, although there are few sequences where the bass wakes up a bit. A Dolby stereo 2.0 track is here, with English and Spanish subtitles rounding out the disc.

Sachs sits for an informative, engaging commentary track, delving into the story as well as the production – 12 minutes and 58 seconds of alternate takes and deleted scenes, only viewable in one big bunch are here, as is a 14 minute, 57 second making-of featurette. Co-writer Rohatyn sits for an 18 minute, 50 second interview and the 28 minute, 31 second Sachs short "Get It While You Can: My Father In Moscow" rounds out the bonus features, with trailers for Forty Shades of Blue, The Proposition,Wassup Rockers, Last Drop, Irresistible and Little Fish bringing up the rear.

Forty Shades of Blue is a simmering Southern-tinged tragedy, one that features a pair of sterling performances from Dina Korzun and Rip Torn. As a character study, Ira Sachs' film succeeds, fashioning a decaying world where lives are forever altered. Recommended.