"Junebug" opens with footage of a hog-calling contest, which seems to imply that this particular film is dead-set on exploiting the usual Southern stereotypes and other cliches of the Bible Belt.

Thankfully, that's not the case. From there, this comedy-drama takes a few unexpected dramatic turns and actually manages to say a few things about the peculiar charms of the South without becoming too patronizing or cloyingly phony.

What's unfortunate is that some of the material here is so R-rated — including some Civil War-inspired artwork with violent and racist imagery that will likely horrify the audience. But great portions of the film also have a whimsical gentleness that would probably appeal to the same audience.

Embeth Davidtz stars as Madeleine, a Chicago art dealer who takes a trip to North Carolina with her new younger husband, George (Alessandro Nivola). She's hoping to persuade a controversial local painter (Frank Hoyt Taylor) to display some of his "outsider art."

She also convinces the reluctant George, a North Carolina native, to visit his old hometown. But when they get there, the couple is greeted by Ashley (Amy Adams), the barefoot-and-pregnant wife of George's malcontent brother, Johnny (Ben Mackenzie).

George's parents (Celia Weston and Scott Wilson) haven't met Madeleine before this visit, and while they are suspicious of their new in-law, Ashley immediately latches onto her, determined to show her what Southern hospitality is all about.

Director Phil Morrison and screenwriter Angus MacLachlan do poke some fun at various quirks of the region, though they also throw a few jabs at metropolitan smugness as well. Davidtz's Madeleine is shown to be at least a bit self-involved and condescending, while the naive and overly optimistic Ashley is considerably warmer and more genuine. Adams, who also stole a few scenes in "Catch Me If You Can" as Leonardo DiCaprio's impressionable young bride, is even more confident and assured here, and the camera loves her, as will moviegoers.

That's not meant to slight the rest of the cast, which is terrific. And Mackenzie certainly stretches here more than on Fox's sulk-athon "The O.C."

"Junebug" is rated R for frequent use of strong sexual profanity, simulated sex and other sexual contact, female and partial male nudity (as well as some nude artwork), crude sexual talk and use of slang terms, violence (including some disturbing imagery), use of racial epithets, and some brief drug content (references). Running time: 106 minutes.

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E-mail: jeff@desnews.com