Simple and honest, director Ang Lee's , based on a story by Annie Proulx (The Shipping News) is what it's been cracked up to be: a compelling tale of two men in love with one another. Lee displays good timing, keen understanding and striking visuals.

Adapted for the screen by Diana Ossana and writer and novelist Larry McMurtry, takes place in early 1960s Wyoming, where a couple of cowboys are hired to herd sheep one season. Instead, they fall in love. Lee takes his time before Ennis Del Mar (Heath Ledger) and Jack Twist (Jake Gyllenhaal) have at it. They mumble, they groan, they scrape, and what begins as a utilitarian alliance becomes a bond.

Over years depicted in slow, strumming guitar solos and the stillness of a Western sunrise, they steal away to Brokeback Mountain and, though they do work hard and try to honor their commitments, not everyone is fooled. Neglected wives and children pay the price of their dishonesty.

It is tempting to see as too plain and a so-what factor creeps in, yet it's like one's first visit to the mountains, working its way into the mind only after the fire's put out, the tent's packed up and you're halfway home. Buried in realistic characters, wrapped in a taut script, the story of Jack and Ennis calls upon the distant memory of a deeply held romance?straight or gay, unrequited or unfulfilled?that can rise without warning; a love, as Emmylou Harris sings on the soundtrack, that will never grow old.

As Ennis, Ledger finally gets serious, letting loose and holding back when it counts. So does Gyllenhaal, whose innocence serves the story superbly, especially in a chilling scene with Randy Quaid?outstanding as a small-minded man. As Alma, Williams is perhaps the movie's unsung talent, clinging to her expectations until she too can no longer hold it in during a volatile kitchen scene. Hathaway earns her keep in a single, final scene, and others shine, too, as Jack's parents (Roberta Maxwell and Peter McRobbie), Ennis's oldest daughter (Kate Mara) and a heartbroken girlfriend (Linda Cardellini).

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