Dean Rogers, Sony Pictures Classics
Robert Carlyle plays Jimmy in "Once Upon a Time in the Midlands."

Both the title and the score for "Once Upon a Time in the Midlands" suggest that the film is going to be a spaghetti Western, or at least something along the lines of a Sergio Leone movie.

However, it's safe to say that Leone has never in his career made anything as goofy — or as sweet — as this comedy, which recalls the early works of Scottish director Bill Forsyth (especially "Comfort and Joy" and "That Sinking Feeling").

And while "Midlands" may not be quite as good as those films, it does have at least some modest charm. And the odd allusions to Leone films and spaghetti Westerns actually make sense in context.

The story revolves around the romantic foibles of Shirley (Shirley Henderson), the mother of 12-year-old Marlene (Finn Atkins). Shirley has two men pursuing her — the devoted but dull Dek (Rhys Ifans), who's just proposed on national television — and been turned down — and Shirley's ex, Jimmy (Robert Carlyle), a career criminal who's just double-crossed his partners in crime.

Jimmy has returned in search of the woman he left behind . . . er, abandoned. Not necessarily to try for a reconciliation, though. It turns out he's trying to lie low and avoid the wrath of his revenge-minded mates.

Meanwhile, Dek is crushed, and the reappearance of Jimmy is nearly enough to push him over the edge — or perhaps to make him stand up for the first time in his life.

It's interesting to note that director and screenwriter Shane Meadows and co-screenwriter Paul Fraser decided against making Jimmy the hero of this odd little character piece. Instead, it's Ifans' too-nice-for-his-own-good character who winds up assuming that role. (And Ifans, best-known for the flamboyant slob roommate in "Notting Hill," nicely underplays things for a change.)

Also, Carlyle doesn't do anything to change our minds about his character. Which doesn't mean that his tough-talking Jimmy isn't watchable. He just isn't somebody that most of us would want to know or be associated with in real life.

(Henderson and newcomer Atkins are also quite appealing as the women caught in the middle of this struggle.)

"Once Upon a Time in the Midlands" is rated R for frequent use of strong sexual profanity and use of some crude sexual slang terms, violence (brawling, vehicular and implied menace, as well as some slapstick) and brief partial male nudity. Running time: 104 minutes.