A BRITISH COMEDY OF MANNERS THAT'S MORE LIKE A RODEO.

Byline: Bob Strauss Film Critic

ALTHOUGH it jokingly references the Western movie icons its title brings to mind, ``Once Upon a Time in the Midlands'' is as British as, well, the Midlands.

Movie British, that is. The thing starts out like one of those cutesy wee comedies (``Full Monty,'' ``Billy Elliot,'' ``Comfort and Joy,'') the English and Scottish are so fond of exporting. Then it detours into that dysfunctional working-class family drama (``Nil by Mouth,'' ``The War Zone,'' anything by Ken Loach) most Americans wish they'd keep to themselves.

Some way, however, director and co-writer Shane Meadows manages to transcend the tonal mismatching - not to mention his own overly sentimental instincts, displayed in his first two features ``TwentyFourSeven'' and ``A Room for Romeo Brass'' - to wind up delivering a strongly felt, emotionally plausible love story. They certainly take some unconvincing routes to get there, but by the end of ``Midlands,'' what started out as a cast of sheerly cartoonish characters stumble their way toward true and touching humanity.

It all begins, quite dreadfully, on a Springer-type British freak show, in which the studio audience is encouraged to laugh at the funny-looking, middle-age couple Carol (Kathy Burke) and Charlie (Ricky Tomlinson). They are falling out over his refusal to work a real job in order to pursue his dream as the country singing Midlands Cowboy. But the real show comes later, when their neighbor Shirley (``24 Hour Party People's'' Shirley Henderson) rejects her live-in boyfriend Dek's (``Notting Hill's'' Rhys Ifans) live telecast marriage proposal.

Watching all of this in his grungy Glasgow apartment is petty crook Jimmy (Robert Carlyle, pitching himself midway between his lovable ``Monty'' rogue and ``Trainspotting'' psychopath). He's Carol's foster brother and the long-missing father of Shirley's pre-tween daughter Marlene (Finn Atkins in a fine movie debut). Immediately assessing Dek as a chump, Jimmy decides to head home and rescue his lost love.

But things aren't that simple. Yes, Dek is a stick and a coward, but he's been a good surrogate dad to Marlene and, despite her rejection, Shirley does keep squeaking that she really loves him. When Jimmy shows up, such proclamations are put to the acid test. When Jimmy's Scottish comrades in a pathetic robbery ring show up, hunting for the money he ran off with after a heist from a bunch of circus clowns went wrong, the angry Dek's decency comes under similar pressure.

This is the kind of movie that tries to get too much comic mileage out of funny-looking cars. It does a little better with its subtler horse opera conceits: flashes of Ennio Morricone in John Lunn's witty score; Jimmy's fine outlaw swagger (even if he is little more than just a screw-up) in a long leather jacket that flaps like a frontier duster; Ifans' wry, Welsh, latter-day channeling of the ``Liberty Valance'' Jimmy Stewart.

But playing cowboy is just a goof here, really. Especially once ``Midlands'' settles on its true strength, illuminating crazy folks trying to reckon with who they love - and, more discombobulating, why.

Bob Strauss, [phone]

bob.strauss(at)dailynews.com

ONCE UPON A TIME IN THE MIDLANDS - Three stars

(R: violence, language)

Starring: Rhys Ifans, Robert Carlyle, Shirley Henderson, Kathy Burke, Ricky Tomlinson, Finn Atkins.

Director: Shane Meadows.

Running time: 1 hr. 44 min.

Playing: Town Center 5, Encino; Playhouse 7, Pasadena; Sunset 5, West Hollywood; Westside Pavilion, West L.A.; University Town Center 6, Irvine.

In a nutshell: Dull domesticity is upset when a bad boy returns to a small English village, determined to win back the woman he abandoned.