WAKING MICHAEL CAINE : 'Last Orders'.

While some movies treat the theme of aging movie stars with playful self-consciousness--remember Tough Guys, with Kirk Douglas and Burt Lancaster?--others use it more implicitly, as a quiet intensifier. In Last Orders Michael Caine, who turns seventy next year, plays a London butcher named Jack Dodds, stricken with terminal cancer. When an actor we have followed for decades is made to die onscreen, it adds both an extra layer of irony and a tinge of poignancy. From Alfie and Get Carter, to Educating Rita, to The Cider House Rules, Caine's life--his glorious screen life--passes before our eyes.

Australian-born director Fred Schepisi specializes in literary adaptations (he did the excellent screen version of the John Guare play Six Degrees of Separation), and in Last Orders he takes on Graham Swift's Booker Prize-winning novel about four London workingmen bringing the ashes of their deceased pal, Jack, to the sea. Vic, an undertaker; Lenny, a former boxer; Vince, Jack's car salesman son; and Ray, his best friend and old army mate: with a borrowed Mercedes Benz for a funeral wagon, the four make their pilgrimage, as willed by Jack in his "last orders," from their South London neighborhood to the pier at Margate. If this sounds solemn, it isn't. Grief in Last Orders is less a matter of keeping a stiff upper lip than a foamy one; the foursome stops for pints at every pub along the way, bringing Jack in with them, his urn in a cardboard carton and shopping bag--"Jack in a box," they joke.

Last Orders is all about character, a quiet, meandering movie with no plot save for the twists of personal history that emerge through storytelling and memory. Using strands of family and friendship, Schepisi weaves the texture of working-class, World War II-era London life. His film, deftly edited by Kate Williams, shifts among various time frames, prompted by sound and sight cues. A scene in a pub triggers a look back at Jack and the rest in the 1970s, wearing egregious haircuts, bellowing a boozy rendition of "Blue Bayou." We see Jack and his wife, Amy, as a young couple on the boardwalk at Margate; watch Jack and Ray meeting in the army, where they joyously discover they're from the same London neighborhood.

What prevents all this from being merely nostalgic is Schepisi's insistence on keeping other things in the mix: secrets and conflicts, betrayals and sorrows. There's Vince's decision to forsake his father's butcher business and sell cars instead, seen by the others as a snobbish rejection of Jack; there's the revelation of a profoundly retarded daughter, June, whom Jack never reconciled himself to. "The best thing we can do," we see the young Jack insisting to his wife, "is forget all about her." Which is what he goes on to do, never again mentioning her name, while every week for fifty years Amy--alone--visits their daughter at a mental institution out in the country. "Jack loved me," she tells Ray, looking back. "He couldn't love June, but he did love me." True enough, perhaps, and yet Schepisi never downplays the psychic cost of maintaining a marriage atop such a deep and perilous fault line.

An ensemble movie like this, exploring intimate relationships over decades, is an actor's dream. Caine offers his trademark heavy-lidded Cockney scampishness, his excesses of errant, forgivable charm. David Hemmings (who in another lifetime played the swinging photographer in Antonioni's Blow-Up), impresses as the fiercely loyal Lenny, all craggy eyebrows and growling laugh, his massive belly ever threatening to burst the button on his jacket. (There's a shot of him coming out of a men's room at the shore, zipping up, gesturing after a pretty woman, and boxing against the wind--all at once--that's as beguiling a bit of physical comedy as you'll ever see.) As Amy, Helen Mirren summons up an even more finely nuanced version of the suppressed passion she enacted recently in Gosford Park. And Bob Hoskins, as the elfin racetrack gambler Ray, reaches a new dimension of comic suppleness. In one delightful scene, as he watches a long-shot horse round the post (he has placed a thousand-pound wager on behalf of the dying Caine, beset by business debts), Hoskins's face seems to entertain five different expressions at once.

That is how Last Orders works: Brian Tufano's camera again and again catching faces in protean moments of shifting expression. These are inarticulate men, given to bluff barroom joking about war, about women, above all, about death. But their faces reveal them. To hide their feelings, they'll rush off to the loo when sorrow overwhelms them, then emerge smiling to order another round. Eventually, however, memory catches up with each of them. Vince recalls his father taking him as a boy through a tremendous meat storeroom, among the hanging pig carcasses, explaining the fine points of the meat business. "You're a good boy, Vincent," he says--the same words he speaks decades later in his hospital bed. In another flashback scene we revisit the farm where Jack and Amy, seasonal field workers picking hops, first met and courted. Schepisi gives us the collection of memories, parceled out among family and friends, that constitutes Jack's life.

The film starts off as a gruff comedy, then bit by bit, without our quite being aware of it, picks up weight; it is covertly, then openly, cathartic. At a stop in Canterbury Cathedral, the men read from a guidebook, oohing and aahing, playing the tourist. But we understand--more than they do--the fumbling spiritual instinct that drew them there, and it's no surprise when Hoskins's Ray wanders off alone, takes a seat in a pew, and disappears in his thoughts--reminiscences which, while I won't disclose them, lead us to the film's most affecting revelation. Last Orders has a fugue-like quality, recurring lines and images drawing together all times into one time, revealing the personal stories that trail off from the present. The movie closes with the beautiful loneliness of the sea at Margate--gray and rainy, boats lying akimbo on mud flats at low tide, as the men perform, at long last, their ritual. "Bye Jack!" they shout, tossing the ashes; "Bye Dad!" They head back, arm in arm, toward the car, leaving little doubt what the next destination is. "Drinks are on me," someone says. "Jack wouldn't expect nothing less."

On another subject altogether, an amusing note. This year marks the twentieth anniversary of Steven Speilberg's E.T.: The Extra-Terrestrial, with a new cut of the film currently playing in theaters. Last month I heard Dennis Weaver give a talk titled "From Acting to Activism," detailing his recent efforts on behalf of a foundation devoted to finding alternative energy sources. Toward the end of his impassioned remarks, which despite his title offered nothing about his screen career, an audience member asked what it had been like to work with the then twenty-three-year-old Spielberg on Duel, the intense 1971 TV road-rage flick starring Weaver as a driver terrorized by a faceless and malign trucker. Did Weaver suspect back then, the woman asked, did he have an inkling, that Spielberg would become...well...

Weaver finished off her sentence. "You mean, did I know this kid would one day be the biggest, richest filmmaker of all time?" He laughed. "Good heavens no," he said. "If I'd known that, I would have adopted him!"