Ol' Billy Bob

JAYNE MANSFIELD'S CAR (B) -  Billy Bob Thornton takes a nostalgic trip back to his roots during the height of the Vietnam War in Alabama, and he mostly scores with this tale of a family of burned-out veterans from the last century's two world wars.

It's a finally sketched group portrait, splattered with hits and misses, with a fine ear for turns of phrases, as well as the rhythms and cadences of a bygone era.

Thornton teams up with Tom Epperson (they wrote 1992's "One False Move" and 2000's "The Gift" together) to direct this quirky slice of life, about a southern clan thrown together with a British family after the death of the southern belle who ditched her Alabama brood years ago and ran off to England, to that second family. The Brits -- a father, son and daughter -- accompany the body of Naomi Caldwell-Bedford to the estate of patriarch Jim Caldwell (a fine turn by Robert Duvall), a doctor who was a medic in both world wars. The Bedfords are headed by Kingsley (John Hurt), still nursing a wound from the Great War. His son, Phillip (Ray Stevenson), was a POW in WWII, which is emasculating, in the older men's eyes. Jim's sons all served in that war, two of them seeing action and returning home heroes, the third somewhat belittled for failing to prove his manhood.

That third is Jim Jr. (the menacing Robert Patrick), who has a wife (the delightful Shawnee Smith from TV's "Becker") and kid, whom they drag to church every Sunday. Thornton plays Skip, a former flyer who was seriously wounded -- physically, mentally, and spiritually. Skip is just plain odd, sort of a distant cousin of "Sling Blade's" Karl Childers; the others are constantly on guard, thinking he could snap at any time. The final brother is Carroll, an aging drug-addled war-protesting hippie played by Kevin Bacon, with a draft-age son of his own. Bacon, unfortunately, is the clunker in this crew. He looks silly with his shaggy mane, and he never finds the right tone to take.  Carroll is more of a symbol than a true character; he represents the big theme: Now that we're mired in an unpopular, immoral (unwinnable?) war, how do we look back on those glorious battles with Hitler and the Kaiser. Were those sepia-toned conflicts any less horrible and debilitating than Vietnam? Did those older veterans return home any less damaged albeit more revered?

Thornton's got something appealing here, a shambling melange of "The Big Chill," "The Deer Hunter" and "Four Friends." It feels undercooked in spots, but the strong cast and the quieter, more thoughtful scenes draw you in. He sets up two rather predictable couplings that don't really pay off but are fun while they last. Skip falls for Naomi's step-daughter Camilla (the endlessly appealing Frances O'Connor from "Mrs. Selfridge"), mainly for the way she "talks English." And the Caldwell boys' sister, Donna (TV actress Katherine LaNasa), is known for her wandering eye and is repulsed by her ex-jock blowhard car-salesman husband, Neal (comedian Ron White, chewing everything around him); she is all over Phillip from the moment the ruggedly handsome Brit shows up.

The family dynamics are finely etched, and some sharp humor mixes well with a healthy dose of pathos. Thornton's Skip is both unsettling and magnetic. A wordless moment in which he shows up in the family living room high is priceless. His proposition to Camilla is both vulgar and kind of sweet. When they hang out in the woods, he woos her with a war story, even though he's convinced that no one wants to hear such blatherings. But the tale he tells is deeply personal and profoundly chilling, and Thornton and O'Connor are mesmerizing.

All of the players here have scars to hide and scars to reveal. Big Jim maintains a fascination with police scanners and bloody car crashes. He's a monosyllabic old coot, who struggles to acknowledge either his love or admiration for the boys he ended up raising on his own (with the aid of servants). He develops an arm's-length bond with ol' Kingsley, the man who stole his wife. Duvall and Hurt disappear into their characters, grounding the narrative. A goofy escapade between the two toward the end threatens to derail the proceedings, but Thornton recovers nicely with a scene between the three brothers that deftly melds drama with subtle humor. A tacked-on coda featuring Carroll and his son would have been best left on the cutting-room floor.

With Thornton and his expertly selected cohorts, it's fascinating here to watch actors in their 40s and 50s skip back two generations, to their childhood, re-defining middle age from their elders' perspective. Some serious issues are tackled here. The ways in which Thornton keeps papering over some of it with sweetly comic blackouts make it feel that much more real.