"Flesh and Bone" explores the ways in which each of us is haunted by the past, for both good and ill, including the cyclical nature of repeating the life mistakes of our progenitors.

The film's shocking prologue begins with a rural family in west Texas settling in for the evening when the father sees a 10-year-old boy named Arlis in his yard. The boy is alone and frightened and the family brings him in, feeds him and puts him up for the night. But within hours he repays them by creeping through the house, unlocking the front door and letting in his evil father (James Caan), who proceeds to burglarize the place.

What follows is a heinous sequence of violent events that send the father to prison and scar young Arlis for life.

The film shifts to 25 years later and we meet the grown-up Arlis (Dennis Quaid), who now has his own on-the-road business, filling vending machines in service stations, convenience stores and saloons up and down the highways of the same west Texas area. Arlis is a loner and hasn't much of a personal life, and he obviously carries a heavy psychological load.

Eventually, Arlis meets up with Kay (Meg Ryan, Quaid's real-life wife), a young woman on the run from a bad marriage. They, naturally, find some romantic chemistry together - but their respective pasts begin to catch up with them and it becomes apparent that tragedy looms. Just how much their lives are linked together, however, is not revealed until late in the picture.

Structured so that silence is as important as dialogue, the film is written and directed by Steve Kloves ("The Fabulous Baker Boys"), who is heavy on atmosphere and allows a sense of gloom and doom to hover over the characters. But it is not unrelenting. The film has a sense of humor and an even stronger sense of character, and there is a basic decency to this couple that makes us feel for their plight. They are not responsible for the horrifying events that have shaped their lives, but they are also unable to escape them.

"Flesh and Bone" is a stylish little surprise that boasts uniformly excellent performances, from the lead players to newcomer Gwyneth Paltrow as Caan's traveling companion.

The film is rated R for violence, sex, nudity, profanity and vulgarity.