MEMPHIS MELODY HAS LOVELORN REFRAIN.

Byline: Bob Strauss Film Critic

'FORTY SHADES of Blue'' was a controversial Grand Jury Prize winner at this year's Sundance Film Festival.

You can tell why some disagreed with the choice. Not much happens in the movie, and what plot there is involves a soap-operatic triangle between a Russian immigrant, the much-older man she lives with and his estranged adult son.

Furthermore, Alan James (Rip Torn) is an esteemed elder of the Memphis music scene, a sort of Sam Phillips figure who's proud as can be of his efforts to merge African-American and hillbilly music into a popular international art form. But although the movie is soaked with great soul and twang, the music is not foregrounded. That could understandably disappoint viewers who, from its flat, grainy visuals and off-the-cuff scene shuffling, might have hoped ``Forty Shades'' would turn into some kind of latter-day ``Nashville.''

What director and co-screenwriter Ira Sachs does remarkably well, however, is paint a thoroughly lived-in portrait of three lost people at different stages of understanding their condition.

Alan is a good-timin' old boy who can be a mean drunk but in general just kind of barrels through life enjoying music, feminine attention and playing with his 3-year-old son. He vaguely senses something's not right at home, but his blustery personality provides camouflage that prevents him from caring about it too much.

The boy's beautiful but alienated mother, Laura, knows something's missing but doesn't feel she has any right to complain. Alan plucked her out of a Moscow translating gig some years ago, covers her in furs and jewels, and only strays occasionally. Played with a quivery reserve by Dina Korzun, who was marvelous in a much different kind of displaced-person limbo in the fine British drama ``Last Resort,'' Laura is one of those trophy girlfriends who people just assume is vapid. The brilliance of Korzun's performance is that she makes Laura somewhat that way. A habitue of upscale malls and boutiques, self-examination comes hard to the character, and when it does, the impact is all the more dramatic for it.

Alan's son Michael (Darren Burrows), visiting from California after many years' absence, is the most painfully aware of the trio. Somehow, though, this mopey character is also the most enigmatic. What's his problem with Dad? Alan's bad parenting, or Michael's own failure to succeed in his chosen creative field, writing? Michael teaches English in L.A. and doesn't seem to care much about the pregnant wife waiting for him back there. For all that we can really pin down, Michael's angst might just as well come from a chemical imbalance.

Anyway, Michael and Laura connect while strains of that ultimate cheating song, ``Dark End of the Street,'' hang like river humidity over the deliberately paced proceedings. The son of a Memphis businessman and player, Sachs captures the city's gritty allure while avoiding the kind of mythologizing that radiates from Beale Street and Graceland (Alan lives in a comfortable but modest ranch house, not a gaudy mansion).

It feels mighty real, and veteran Torn's almost all-impulse performance adds greatly to the sense of life unfolding, in its messy uncertainty and grabbed-for satisfaction, right before our eyes. And the soundtrack, performed by locals, is great; keep an ear out for it.

Bob Strauss, [phone]

bob.strauss(at)dailynews.com

FORTY SHADES OF BLUE - Three stars

(Not rated: sex, drug use, language)

Starring: Dina Korzun, Rip Torn, Darren Burrows.

Director: Ira Sachs.

Running time: 1 hr. 47 min.

Playing: Landmark's Nuart, West Los Angeles.

In a nutshell: Easygoing '70s-style drama about a Memphis music mogul, his much younger Russian girlfriend and her attraction to his resentful son. Slow in places and not real deep, but every moment feels honest.