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You hate to take shots at a film like "Sleepwalking", which was obviously a labor of love for producer Charlize Theron, who called in a lot of favors and assembled a first-rate cast and crew to make this film. But as Yogi Berra once said: "If you don't know where you are going, you'll probably end up someplace else". Apparently there was so much self-delusion going into the project that no one grasped the slow motion train wreck that this film would become after a very promising first 30 minutes.

If nothing else "Sleepwalking" illustrates that the constraining factor limiting the supply of "good" films is in the pre-production area, where producers must grasp at straws in a field of totally lame scripts in the hope that a lot of hard work in the production and post-production phases can make something out of nothing.

"Sleepwalking" could be described as a sanitized version of Terry Gilliam's "Tideland" (2005). Both films are about a young person dealing with an especially traumatic childhood environment and there are a lot of production design similarities. But "Sleepwalking" trades "Tideland's" American Gothic "Alice in Wonderland" quality for a somewhat muddled but very sincere and gritty redemption theme.

This effectively eliminates "Tideland's" off-kilter fans as likely viewers and leaves one wondering who might find the last hour of the film worthwhile viewing. Maybe longtime fans of Joni Mtichell's "Blue" album could tap into it during periods of sedation. Mitchell's comments about her album fit quite nicely into a discussion of "Sleepwalking": "The Blue album, there's hardly a dishonest note in the vocals. At that period of my life, I had no personal defenses. I felt like a cellophane wrapper on a pack of cigarettes. I felt like I had absolutely no secrets from the world and I couldn't pretend in my life to be strong. Or to be happy. But the advantage of it in the music was that there were no defenses there either."

Then again, what do I know? I'm only a child.

"Sleepwalking" starts off a bit like "Frozen River," focused on a single mother struggling to make ends meet in rural America (though it was actually filmed in Saskatchewan). But the movie quickly veers off in another direction, shifting that focus onto her 13-year-old daughter, Tara, and her younger brother, James (the girl's uncle), who are suddenly forced to rely on one another for comfort and support when Joleen temporarily bows out of the picture.

When her boyfriend is arrested for growing marijuana, Jolene (Carlize Theron) and Tara (AnnaSophia Robb) are forced to move in with James (Nick Stahl), a soft-spoken, good-hearted fellow in his 20s who is two months behind in his rent and who barely scrapes by on what he makes at his low-paying construction job. Soon, Joleen has split the scene, James has lost his job, and social services has taken Tara to live in a foster-care facility. So James and Tara decide to head out onto the open highway, stopping off at roadside diners and motels, and staying one step ahead of the authorities who are in pursuit of them.

"Sleepwalking" is one of those gritty, slice-of-life dramas that sympathetically and accurately depicts what life is like for the working poor. It is rife with authentic details and rich in small town atmosphere. Director William Mahr and cinematographer Juan Ruiz Anchia really know how to extract the essence of a locale for mood and effect, making the bleak landscape and stark setting integral elements in the drama - an effect greatly enhanced by Christopher Young's rich and evocative acoustic-flavored score. Superb, naturalistic performances by the three lead actors make us truly care about the people they are portraying and the things that are happening to them.

"Sleepwalking" is not without its flaws, however. For one thing, the movie undercuts some of its carefully crafted verisimilitude with its casting of "name" actors in a few of the key secondary roles - primarily, Woody Harrelson as James' friend and work buddy, and an over-reaching Dennis Hopper as Joleen and James' abusive dad. These parts would have been more effective had they been played by less-familiar actors (though I do realize that, without such star power attached to the project, a movie like "Sleepwalking" might never have gotten made in the first place). More seriously, the otherwise excellent screenplay by Zac Stanford falls apart a bit in the final third, resorting to stereotyping and hokey melodrama when it most needs to stay true to its characters and their situations.

Still, despite the patness, "Sleepwalking" is a quietly powerful, richly atmospheric tale of a group of troubled but essentially decent people struggling, despite their all-too-human weaknesses, to make their way in the world.

My interpretation of "Sleepwalking" as extremely depressing may spring from the fact that I knew nothing about it when I started watching it. Charlize Theron plays down-and-out Jolene, who dumps her daughter Tara (AnnaSophia Robb) on her brother James (Nick Stahl) and disappears. James now has to reconsider how he has lived his whole life.

The wintry setting in this movie has the same effect as the setting in "Affliction": as bleak as can be...especially after what ends up happening after James and Tara go on the road. Definitely not a film that will leave you feeling good. Not to demean the movie at all; I do recommend it. You just have to understand that this is a VERY depressing one, exactly the sort of movie to premiere at the Sundance Film Festival. I don't know whether or not you'll like it, but I still encourage you to at least check it out. Also starring Dennis Hopper, Woody Harrelson and Mathew St. Patrick (who played Keith on "Six Feet Under"). I assume that director William Maher is not the same as Bill Maher of "Real Time with Bill Maher".

The pacing of this movie is a little slow. There were times when i almost gave up on it, and wanted to stop watching it, but didn't. I am glad i finished this movie because there is something so honest, and pure about the subject matter.

What's great about this movie is it's not flashy like people think movies need to be. It is not over the top, not glamorous. This movie is striped to the bare essence of what it takes to make a good film or better, great acting, and a genuine story line.

The movie has a slow start, but a rapid ending that leaves you wanting more. The characters are really well developed. I feel a close connection to all of them. I feel like they are real people, and that's unusual to feel when watching a movie.

It's a movie about choices, about how one moment can change your life. The decisions we make are not always right, most of them are made on impulse, but we still have to deal with the aftermath, and learn a lesson along the way.

New director William Maher and writer Zac Stanford previously worked together in THE CHUMSCRUBBER and the similarity of vision is apparent in SLEEPWALKING: both films deal with the empty shells of hollow people aimlessly seeking connection in a world that has become foreign territory. It is a dark, cold, brooding film that somehow manages to maintain our attention with the hope that the gloomy tunnel though which the characters are passing will have a semblance of light at the end.

Joleen (Charlize Theron) is the inadequate, loving-but-inconstant mother of twelve-year-old Tara (AnnaSophia Robb) whose reckless an aimless life leads to constant moving and lack of roots. Evicted form her latest residence Joleen and Tara move in with Joleen's younger brother James (Nick Stahl) whose similarly aimless life is defined by a trashy apartment and a mindless construction work job. Tara is sullen, disappointed in her mother's erratic, irresponsible behavior, and when Joleen once again takes off 'on a new idea', Tara is left with James - trying to figure out an existence for survival. James loses his job due to absenteeism, takes up residence in the filthy basement of his nerdy co-worker Randall (Woody Harelson), while the town cop (Mathew St. Patrick) reluctantly places Tara in a foster home to await the return of Joleen. Tara prefers life with James to her 'imprisonment' and the two take off on a road trip, seeking some degree of happiness and love in a world gone berserk. When James runs out of money, he heads to his old home farm for refuge, an unlikely endpoint as his and Joleen's childhood was warped by their abusive farmer father (Dennis Hopper). The return to the farm, James hopes, will provide connection to Tara's past, but instead it results in a tragedy that ultimately moves Tara back to her 'home' and to Joleen, while James drives off into the unknown future, finally awakened from his sleepwalking through life.

The film is as bleak as the flat and snowy countryside (the film was shot in Canada's winter) and that countryside reflects the desperate loneliness of the characters. The small cast offers solid portrayals with the work of Nick Stahl being the standout performance. Theron, Robb, Harelson, Hopper, and Deborra-Lee Furness (in a small but poignant role) make the best of a shaky script. This is a mood piece and can become depressing if the viewer expects resolution of the sad and empty lives the characters lead. But there is a haunting quality to the look of the film that stays with the viewer, especially in the mystery in the eyes of the character James as he drives into an unknown but awakened future. Grady Harp