Rip Torn and Tantoo Cardinal get to show off their versatile talents as character actors in "Where the Rivers Flow North," a terrific little independent production that is much more engaging and entertaining than most of the Hollywood product in theaters right now.

Torn is a former logger in 1927, living on his land deep in a forested region of Vermont, along with his longtime companion and housekeeper, Cardinal.

The central plot is a simple one — the operators of a hydroelectric plant want to build a dam, which will flood Torn's land. Naturally, the company's representatives want to buy him out. But Torn is stubborn — he refuses to sell.

Much of the film chronicles their standoff, as the company (in the form of spokesman Bill Raymond) repeatedly tries to break Torn down — while Torn simply refuses to be broken. Eventually, we come to find that Torn has his own reasons for his actions.

Meanwhile, Cardinal encourages him to sell, and criticizes his stubbornness. Loyal to the end, however, she also supports his decision. The feisty relationship between Cardinal and Torn is the source of the film's greatest pleasures.

Essentially, "Where the Rivers Flow North" is a character study, with the story merely a device for displaying those characters. Torn, with a wide, gray mane that flows in the wind, is gruff and acerbic but also obviously intelligent. Cardinal, uneducated and missing some teeth, speaks of herself in the third person and refers to Torn as "Mister," a device that gets some hilarious and charming results.

While both actors are superb in their roles, Cardinal's is the character that lingers. She plays a woman who epitomizes the word "survivor," chattering like a magpie, singing like an off-key, deep-throated canary and working like a mule. She's not afraid to stand up to her "Mister" and, when challenged, can deliver a man-size knockout punch. Most of all, however, she seems to enjoy fishing.

Co-writer/director Jay Craven, working from a novel by Howard Frank Mosher, is a Vermont filmmaker and "Where the Rivers Flow North" is obviously a labor of love. He has filmed the locations beautifully and has managed to get a couple of stars, part-time Vermonters Michael J. Fox and Treat Williams, to participate in supporting roles.

An easygoing film that is heartfelt, tender and funny, "Where the Rivers Flow North" deserves an audience — though that may not be easy in the midst of the current summer-movie crunch.

The film is not rated but is in soft PG territory, for violence, profanity and a few vulgar remarks.