WHERE'S THE BEEF? IN FILM VERSION OF `HI-LO COUNTRY'.

Byline: Glenn Whipp Daily News Film Critic

``I once set out to kill someone,'' says a grim-faced young man in the opening moments of the strikingly beautiful new cowboy movie ``The Hi-Lo Country.'' The line establishes a sort of western noir tone from the outset, but the movie actually has a lot more to offer. ``The Hi-Lo Country'' stands as a good account of what it was like to be a cowboy just before and then immediately after World War II and how the war years inevitably altered ranching traditions and the men who respected the old ways.

Against the big sky and stretching horizons of Hi-Lo, N.M., we meet a couple of hard-living cowboys, quiet, moody Pete Calder (Billy Crudup) and a mythic hell-raiser named Big Boy Matson (Woody Harrelson). Pete and Big Boy were best friends before the war, and when they return from years of distinguished fighting, they pick up right where they left off - raising cattle, working the land, and chasing women and good times.

It seems the only thing that can stop these two throwbacks is their tenacious desire to do things the traditional way in the face of the sweeping technological advances. ``What's the fun of being a cowboy,'' Big Boy wonders, ``if you lose the pure and simple joy that comes from a cattle drive?''

Pete and Big Boy have one other problem - they love the same woman who, quite inconveniently, is married to an associate of the area's biggest landowner, Jim Ed Love (the always enjoyable Sam Elliott). Since Big Boy made his move on the mesmerizing Mona (Patricia Arquette) first, Pete stays away - or at least tries to - out of friendship. Then, too, he has a steady relationship with the sensible Josepha (Spanish sensation Penelope Cruz), which helps him get through Hi-Lo's cold winter nights. Unfortunately for Pete, he just can't lose his desire for Mona.

Many filmmakers, most notably the legendary Sam Peckinpah, have been trying to adapt Max Evans' classic novel, ``The Hi-Lo Country,'' since it was published in 1961. English director Stephen Frears (``The Grifters'') may not be the most obvious choice to bring the story to the screen, but working from a solid screenplay by Walon Green (whose first screenplay was ``The Wild Bunch''), Frears does a capable job of depicting a time and way of life not often shown on film. (He also has a good eye for the land's enormous sky and wide-open horizons.)

The love triangle is actually the movie's least interesting element. It's not only unconvincing, but Patricia Arquette's Mona is never adequately defined. Fortunately, though, the movie never overplays the entanglements, preferring to stay on the surer ground of the friendship between the two men. Frears also does a fine job of capturing and conveying the lingering resentments between the ranchers who went off to war and those who stayed behind and got rich when beef prices shot up.

Harrelson gives the performance of his career playing the flawed man's man, but then he was probably destined to portray a guy named Big Boy Matson. Harrelson imbues him with a freedom of spirit that matches the movie's vast spaces. And, in the end, it's the man and his land that you'll remember most about ``The Hi-Lo Country.''

The facts

The film: ``The Hi-Lo Country'' (R; violence, some language and sexuality).

The stars: Woody Harrelson, Billy Crudup and Patricia Arquette.

Behind the scenes: Directed by Stephen Frears. Screenplay by Walon Green. Released by Gramercy Pictures.

Running time: One hour, 54 minutes.

Playing: Cineplex Beverly Center in West Hollywood.

Our rating: three stars