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Robert Altman puts his unique spin on the Western, and gives us a haunting and mournful film, and one of the best in his canon.

Warren Beatty buries himself underneath a bushy beard and an enormous fur coat to play McCabe, an opportunist who considers himself to have much more business savvy than he actually does. He appears in the ramshackle mining town of Presbyterian Church, somewhere in the wilds of Washington state at the turn of the 20th Century, and builds a whorehouse and saloon. Constance Miller (Julie Christie), also sporting her own mound of unkempt hair, arrives a little later and becomes McCabe's business partner. She knows much more about running a whorehouse at a profit, and it quickly becomes clear that she's the brains behind the operation. These two develop a timid affection for one another that's never overtly expressed, but their relationship doesn't have time to prosper, as a trio of hit men arrive to rub out McCabe after he refuses to sell his holdings to a corporation intent on buying him out.

Not surprisingly, considering the director, "McCabe & Mrs. Miller" is a strange film. There are virtually no scenes given to outright plot exposition or to showy acting. Much of the plot is conveyed through asides, casual glances and subtle nuances. Wilderness life is shown in all its unglamorous detail, and many of the normally familiar actors are unrecognizable behind their bad teeth, greasy hair and dirty faces. The harsh environment is a character itself, and few movies have a more memorable ending, with McCabe engaged in a most unconventional shoot out amid waist-high drifts of snow.

Altman is of course interested in debunking the usual Western myths. There are no heroes to be found here. McCabe is a decent enough guy, but he's a bit of a fool, and when the bad guys come calling, he runs and hides. The American frontier depicted here is not a sacred place waiting for brave and noble men to come and realize their dreams. Instead, it's a brutal and dangerous wasteland, in which only the craftiest can survive. The theme of corporate exploitation that pervades the film still rings resoundingly to a present-day audience.

But for all its harshness, "McCabe & Mrs. Miller" is a beautiful film to look at. Vilmos Zsigmond bathes everything in an ethereal light, and if there are images of icy starkness, there are also reverse images of rich warmth, notably those that take place in the whorehouse itself, which ironically becomes much more of a civilizing agent and cultural epicenter for the small town than the church that figures so prominently in other ways.

One of the best from Altman's golden period as a director, and one of the best films to emerge from any director in the 1970s.

Grade: A

As a Western this film is fascinating for what it does not contain. There are no sweeping vistas of the Great Plains, no Indians, no cacti, no cowboy hats. There is no sheriff, no broiling sun, and no corny music. And unlike most Westerns, which are plot driven, "McCabe & Mrs. Miller" is less about plot than about the tone or mood of the frontier setting.

The film takes place in the Pacific Northwest. The weather is cold, cloudy, and inclement. You can hear the wind howling through tall evergreens. And Leonard Cohen's soft, poetic music accentuates the appropriately dreary visuals. In bucking cinematic tradition, therefore, this film deserves respect, because it is at least unusual, and perhaps even closer in some ways to the ambiance of life on the American frontier than our stereotyped notions, as depicted in typical John Wayne movies.

Not that the plot is unimportant. Warren Beatty plays John McCabe, a two-bit gambler who imports several prostitutes to a tiny town, in hopes of making money. Julie Christie plays Mrs. Miller, a prostitute with a head for business. She hears about McCabe's scheme, and approaches McCabe with an offer he can't refuse. Soon, the two are in business together, but complications ensue when word gets around that McCabe may be a gunslinger who has killed someone important. Mrs. Miller is clearly a symbol of the women's liberation movement, and the film's ending is interesting, in that context.

"McCabe & Mrs. Miller" is a vintage Altman film, in that you can hear background chatter, in addition to the words of the main character. It's Altman's trademark of overlapping dialogue. The film's acting is fine. Both Beatty and Christie perform credibly in their roles.

The visuals have a turn-of-the-century look, with a soft, brownish hue. Costumes and production design are elaborate, and appear to be authentic. The film is very dark, so dark in some scenes that I could barely make out the outline of human figures. In those scenes, I think they went overboard with the ultra dim lighting.

Strictly atypical for the Western genre, "McCabe & Mrs. Miller" provides a pleasant change from cinematic stereotypes, and conveys a different perspective on life in the Old West. It's a quality production, one that has Robert Altman's directorial stamp all over it. In that sense, it's more like a cinematic painting than a story. And the painting communicates to the viewer that life on the American frontier was, at least in some places, cold and dreary, and had a quietly poetic quality to it.

The first thing to know about Robert Altman's revisionist Western "McCabe & Mrs. Miller" is that it takes place in Washington state. Typical Westerns are set in arid semi-deserts, full of blazing skies, blazing shotguns, and blazing tempers. Here, the dank, chilly Pacific Northwest permits, or rather demands, a different range of emotions: poignancy, regret, wintry melancholy. This film takes many risks, using Leonard Cohen's haunting ballads on the soundtrack and shooting scenes in very low light, but remarkably, everything coheres.

The film features Altman's trademark group scenes with overlapping dialogue, but not his typical interlocking plot lines. True to its title, the story centers on gambler and brothel owner John McCabe (Warren Beatty) and his shrewd business partner, Mrs. Constance Miller (Julie Christie). Still, supporting characters always hover at the edges, taking part in vignettes that underline the movie's themes and occasionally provide some humor. In this way, the movie avoids the chaos and confusion of some Altman films, while always remaining aware that the main characters are part of a larger community. It's a perfect balance: both clear and complex.

Still, "McCabe & Mrs. Miller" is more a study of place and character than a narrative drama. The small, isolated settlement of Presbyterian Church is newly built, but already seems to molder. Ironically, McCabe's brothel is the most "civilized" place in town: it is built quickly and even gets painted, while the church remains half-finished. No families, parents or children live in this bleak town, just a bunch of weary miners and whores who delude and distract themselves. They all have dreams, but barely know how to achieve them; for this reason, they're sympathetic and all too human. McCabe is a true anti-hero, a guy who thinks he's a slick, wisecracking gambler, but his jokes fall flat and he lacks common sense. Mrs. Miller seems confident and shameless, but she secretly uses opium to dispel the pain of living.

At times, the movie is well aware of how it subverts the clichés of the Western genre to reflect what would really have happened out West. For instance, there is a final shootout, but it arises because of a quarrel over business—there are no Indians, no outlaws, and no sheriffs here! But "McCabe & Mrs. Miller" is much more than just a clever exercise in revisionism; it's never overtly satirical or mean-spirited. It keenly observes its world and then comments on it, overlaying everything with a delicate sense of poignancy and loss. This is the kind of film that stays with you, but not because of sharp dialogue, beautiful images, or showy performances. Greater than the sum of its parts, "McCabe & Mrs. Miller" is memorable for the pervasive but understated mood that runs through every frame, creating a truly atmospheric and humanistic film.

Spoilers herein.

Filmmakers - intelligent ones - have to choose where they live in a film. The ordinary ones attach themselves to the narrative, usually the spoken narrative, so we get faces and clear, ordered speech to tell us what is going on. These are the most formulaic because there are after all only so many stories that are presentable.

Some attach themselves to characters, dig in and let those characters deliver a tale and situation. Often with the Italians and Italian-Americans, the camera swoops on a tether attached to these characters. I consider this lazy art unless there is some extraordinary insight into the relationship between actor and character.

And then there the few who attach themselves to a sense, a tone, a space. That situation has ideas and stories and talk, but they are only there as reflections from the facets of the place. Of the three, this is the hardest to do well; that's why so few try. And of those that do, most convey style only, not a place, not a whole presentation of the way the world works.

This film is about the best example I know where the world is 'real,' the situation governs everything and the primary substance is the presentation of a Shakespearian quality cosmology of fate.

The camera moves not so much with the story, but it enters and leaves. And there is not just one story, but many that we catch in glimpses. Words just appear in disorder as they do in life. Not everything is served up neat. We drift with the same arbitrariness as McCabe. It is not as meditative as 'Mood for Love' as it has something we can interpret as a story to distract us.

So as a matter of craft, this is an important film, one with painful fishhooks that stick. Beatty had already reinvented Hollywood with 'Bonny,' and was a co- conspirator in this. (If you are into double bills, see it with 'The Claim,' which is intended as a distanced remake/homage, that obliquely references Warren.)

Quite apart from the craft of the thing, and the turning of the Western on its head long before 'Unforgiven,' there are other values:

• the notion that actors are imported into a fictional world as whores. Not a new idea for sure, but so seamlessly and subtly injected here, it becomes just another one of the background stories. (Also referenced in 'Unforgiven.')

• the business about the preacher trying to wrestle some old school order from the overwhelming mechanics of arbitrary fate. This is the director's stance.

• the final concept that the whole thing, McCabe and church and all is an opium dream of the aptly named 'Constance,' dimly reinterpreting other events after the fashion of 'Edwin Drood.'

Ted's Evaluation -- 4 of 3: Every cineliterate person should experience this.

Few westerns have succeeded so strangely yet so completely in evoking a sense of place and time than Robert Altman's "McCabe and Mrs Miller". In fact, it's not really a western at all; certainly not like any western I've ever seen. It's setting is the Pacific Northwest; cold, rainswept and often covered in snow. There are gunslingers but they are more like the professional hit men of gangster movies. When Altman isn't filming through the haze of a rain-drenched exterior he is filming through the haze of a dimly lit interior where darkness is more prevalent than light. Above all, it doesn't have a conventional western hero. McCabe is like a tragi-comic Everyman out of his depth and his territory in this largely alien environment yet canny enough to apply his savvy into transforming the landscape into something tangible, real and materialistically American.

In this respect it is a very modern film in spite of its setting. The fact that Altman doesn't care very much about convention or even about narrative, (it's story is perfunctory; Altman is more interested in 'observing'), makes it so. But then "MASH" wasn't a conventional war movie either just as "Nashville" wasn't really about the country music business.

As for McCabe himself, Beatty plays him with the same laconic, stammering mannerisms he applies to all his roles, (and which he seems either blessed or cursed with in real life), and which actually makes him a perfect Altman hero, (or anti-hero, if you prefer). Mrs Miller, on the other hand, seems coolly distracted from what's going on around her. Julie Christie plays up her Englishness adding another element to the alienation of her character, a stranger in a strange land indeed, while in the foreground the songs of Leonard Cohen seem to hover like warm blankets, cosily familiar and comforting even at their bleakest. They could have been written for the film.