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Arlis (Dennis Quaid) is a vending machine owner who roams from town to town in West Texas. Greatly disturbed by horrific memories from his childhood, Arlis fails to connect with the women he meets. He prefers trysts with married women where no strings are attached. All of this changes the day Arlis meets Kay (Meg Ryan). Running away from an abusive and spendthrift husband, Kay encounters Arlis in a bar under amusing circumstances. Soon after, she is traveling with him on his circuit and they are falling in love. Bliss, however, is short. Arlis' evil father (James Caan) re-enters the life of his son and Arlis must once again suffer the consequences of the ties that bind them. Will it be possible for Arlis to break free from his past and begin a new life with Kay?

This is, truly, one of the most haunting films ever made. The story is a multi-faceted study of the nature of good and evil. Quaid and Ryan give such depth to their doomed and complex characters that the viewer stays mesmerized as the story unfolds. Caan, too, is a wonder as the bad-to-the-bone father. As for the sweeping and lovely cinematography, it perfectly realizes the beauty and desolation that is west Texas. The final scenes are guaranteed to put a lump in anyone's throat, tears included. Recommended highly for discriminating movie fans everywhere.

"Flesh and Bone" remains to be one of the great films of the nineties, sitting alongside "Bright Angel" as one of the decade's most tragically neglected classics. Perhaps the fact it contains such a high degree of subtlety was why it wasn't appreciated when it was first released, the most frequently stated criticism being that its climax is dramatically unsatisfying, yet its somber ending works perfectly. Outside of "Hurlyburly" it is unquestionably Meg Ryan's finest performance, the same going for Quaid who gives his character a quiet desperation that becomes quite devastating by the end. Caan is great as always, but it is Paltrow who really impresses, playing a role bereft of the sugary sweetness that plagued the majority of her roles that followed. Scott Wilson also shines in a small but memorable role. "Flesh and Bone" may never receive the attention it deserves, which is a shame because it is unquestionably a lyrical masterpiece, beautifully shot and acted, recalling those low-key gems of the seventies like "The Rain People". Highly recommended.

Once in a while you come across someone who is a little odd, or haunted, or unsociable, or all of the above, and you wonder to yourself how they might have gotten that way. What made them that way? Why are they so terminally sad? Steve Koves has brought us the back story to those questions. His script and handling of the story are stellar. This is not a happy film. But it is a fascinating one.

Everyone in this cast is at their best. But it is Dennis Quaid, who gives the best performance of his ample career, that breaths this story to life, or, death, as it were. He plays Arliss. Arliss has a nickel and dime vending machine business that takes him through the most desolate parts of Texas. His work is so lowly that he doesn't even handle paper money. Coins and dyed chickens are his stock and trade. He pours himself into his boring work as if he is trying to take his mind off of something. Something unpleasant. We know what that something is from the opening of the movie. What unfolds now is the picture of what a destroyed life looks like as it tries to outrun it's past. Quaid is brilliant at creating a haunted and wounded Arliss without making him pathetic. He is the obscure guy you might run across unexpectedly that makes you go, hmmm, what happened to him.

There is nothing about this film that isn't first rate. I am mystified by it's "average" rating here on this site. I suppose if you hate good scripts, skillful directing, brilliant performances, and haunting sound and cinematography, I guess I could see giving this movie a 5. It is certainly possible not to like this type of film. But it is negligent, as a viewer, not to acknowledge it's quality. It is an excellent piece of film making and Dennis Quaid shows just what a brilliant and understated actor he is. James Caan, Meg Ryan, and Gwyneth Paltrow are also up to Quaids level here. I highly recommend this movie. It's different. It's interesting. It's engrossing. And it's brilliantly done.

This is not a film where everything appears obvious. It is dark and complicated. It is about how the past haunts you and affects your life in the present. It is the stuff that Freud would have fun dealing with.

The stars in this film give performances that are among the best in their careers.

Dennis Quaid (Frequency, Far From Heaven) is clearly the lead in this picture as the son of a soulless murderer and thief (James Caan). He carries the devil with him through his life and it affects his relationships with women. He runs into an abused housewife (Meg Ryan, in a non-romantic role), and they travel the back-roads of Texas together. Gwyneth Paltrow (Shakesphere in Love) is a thief that plays Caan's companion, even if he is old enough to be her grandfather.

This is written and directed by the Oscar nominated (Wonder Boys) writer of all of the Harry Potter movies, Steve Kloves. He does a fabulous job.

Definitely a movie to watch when you get a chance.

You will never see Meg Ryan in a role like this. She was phenomenal and it is unfortunate she did not get more roles like this. Dennis Quaid and Gwyneth Paltrow were also excellent and these three make the film worth watching. James Caan is fine, but his role is so one- dimensional that no actor can do much with it, and indeed he didn't.

This film is a must see because of the characters. The plot is compelling and very dark, but the characters shine through and illuminate each other in a way that is unique because each character has dimensions that are not explained. Paltrow's character seems like a throwaway, but may be the most important of all. If I were teaching a course on film, I would select this one and ask the students to explain why it works. I usually think I know why a film is excellent, and yet after this film ended, I knew I could not put it into words. The purpose of this review is to suggest you watch this one if you get a chance because you may love it. Most who watched this movie were pleased but unenthusiastic. This film is much, much better than the 6.2 rating it had when I checked.