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The Old West is dying in “All the Pretty Horses,” Billy Bob Thornton’s fine movie of Cormac McCarthy’s novel, but even in its last breath, it’s still painfully, heart-breakingly alive.

So is the film. Though it may wind up perplexing as many audiences as it moves or delights, this laconic, passionately respectful adaptation ranks as a major achievement of the last movie year: a film of high ambition, deep devotion and dark, vagrant violence and beauty.

Set in 1949, “Horses” captures the timeless, universal feel of the great westerns. It’s about two teenage friends — played by Matt Damon and Henry Thomas (“E.T.”) — who take off from their Texas ranch and head for the vast spaces of Mexico. There, they find charms, dangers, romance, treachery, jail and their own rich rites of passage to maturity.

Damon’s John Grady Cole is a crack rider and horse-breaker, isolated from his own father (Sam Shepard) and closer to his more sentimental and sensible buddy, Lacey Rawlins (Thomas). Hanging over them both throughout their journey, though, is their unintentional evil angel: a likable but psychopathic 13-year-old gunslinger named Jimmy Blevins (Lucas Black). Blevins, fatherless and wild, is a runaway and compulsive liar who fears lightning, shoots like the devil, and may bring down chaos on them all.

Cole and Rawlins cross the Rio Grande and get pulled into a violent facedown — after Blevins loses his horse and gun during a rainstorm and tries to steal them back — then wind up leaving Blevins behind, finally stopping at the huge Mexican ranch and hacienda of their eventual padrone, Don Hector Rocha (Ruben Blades). Also there: Don Hector’s rapturously beautiful and strong-willed teenage daughter Alejandra (Penelope Cruz).

Most of all, Cole and Rawlins find — and then lose and find again — their horses: both their own mounts and the wild stallions and mares they break along the way. All these pretty horses are the true heart of McCarthy’s story. They open up roads to freedom, give Cole and Rawlins their livelihood, link them with the past — but also seal their fates. The movie is about young men who understand horses more than they do people — and risk everything to keep or retrieve them.

McCarthy’s story, faithfully preserved, is simple yet epic. But it also has the poetic darkness, ribaldry and subversion of all great American quest literature. Like Twain’s Huck Finn or Hemingway’s Nick Adams, Cole and Rawlins are wanderers, lighting out for the territory ahead.

Once across the border, we get what almost seems to be a classic, corny Horatio Alger-style American success story. But it’s only a tease. Rocha recognizes Cole’s genius with horseflesh and hires him as a handler; Alejandra falls in love with Cole, Romeo-and-Juliet-style. This is no wish fulfillment fantasy though, with money and the boss’ daughter as the crock of gold. Instead, Blevins’ earlier actions start a chain reaction that catches up with his old buddies and sends the last part of the tale spiraling down into madness, murder, prison, flight, torture and loss — climaxing in a final strange redemption, one more ride into the sunset.

Movie westerns are so rare these days that when one moseys into view — especially one with as much quality, skill and ambition as “All the Pretty Horses” — you may feel protective, as if you had to ride to the rescue.

Yet “Pretty Horses” may not need protection — though it’s obviously an art film, not really calculated to rally vast audiences. It’s caught somewhere between the post-1960 revisionist westerns (“Hud,” “The Wild Bunch”) and the pre-’60s classical ones (“The Searchers,” “Red River”): a realistic film, with enough adventure and romance to feed the old myths.

Yet it’s also about as faithful an adaptation of a great contemporary novel as any reader could reasonably wish for. Screenwriter Ted Tally (“The Silence of the Lambs”) not only preserves most of the novel’s people and incidents, but he keeps McCarthy’s dialogue and even gets the tone — that sense of stormy foreboding and Quixotic comeuppance.

The acting is exemplary. Damon and Thomas bring their characters alive, and Damon gives the movie a calm, shining center. Lucas Black, the little boy of Thornton’s “Sling Blade,” puts a shiver of terror, hilarity and sadness into Jimmy Blevins’ scenes. Cruz is a lovely, wounding inamorata, and Blades a knowing elder. In the small parts of Cole’s father and the Judge who finally hears him, Sam Shepard and Bruce Dern pierce our memories.

Director Thornton is as caring and respectful as Tally. He doesn’t drown the film in landscapes or over-exploit the sex and action. He plays things down, keeping the tale lean. But his carefulness may be a slight miscue. Westerns, like samurai films, are occasions for style: the lyricism of John Ford, the suave humor of Howard Hawks, the fire and poetry of Sam Peckinpah. Thornton is perhaps too respectful, And though both Thornton and Damon have finally endorsed the cuts in the film, I suspect it was better at three hours than two — with more craziness, more spontaneity and more room to spread out.

But the movie only comes short against a high standard. Like most of the good recent westerns — “Ride with the Devil” last year and “Hi-Lo Country” in 1998, “All the Pretty Horses” sees the American past and landscape with a more existential edge. But it also mourns for a world passing, a world of freedom and peril that now exists only in memory. Thornton summons up for us the long rides, dangerous companions, rites of passage, the mad love and, most of all, the special relationship between the man/boys that rode over the border and the horses that carried them there.

“All the Pretty Horses”

(star)(star)(star) 1/2

Directed by Billy Bob Thornton; written by Ted Tally, from the novel by Cormac McCarthy; photographed by Barry Markowitz; edited by Sally Menke; production designed by Clark Hunter; music by Marty Stuart (with Kristin Wilkinson and Larry Paxton); produced by Thornton, Robert Salerno. A Miramax Films release; opens Christmas Day. Running time: 1:52. MPAA rating: PG-13 (language, violence, sexual situations).

THE CAST

John Grady Cole …………… Matt Damon

Lacey Rawlins …………….. Henry Thomas

Alejandra Rocha …………… Penelope Cruz

Jimmy Blevins …………….. Lucas Black

Don Hector Rocha ………….. Ruben Blades

Dona Alfonsa Rocha ………… Miriam Colon

Judge ……………………. Bruce Dern

J. C. Franklin ……………. Sam Shepard