Tumbleweeds (PG-13) No Rating

While on the surface it shares some similarities with "Anywhere But Here" (a spirited woman fleeing a bad marriage with her daughter in tow), "Tumbleweeds" is actually based on the life of screenwriter Angela Shelton who originally began writing it as a novel.

Her husband, Gavin O'Connor, was inspired by the idea and suggested that they collaborate on it as a film. Despite a divorce, the pair remained on friendly terms and saw the project through, allowing audiences the opportunity to become acquainted with its fascinating, all-too-human characters.

Even before the credits roll, the audience hears the shouting and screaming. A young girl hastily packs her bags while her mother and stepfather go at it until Mom bursts in and announces, "Pack your bags, we're leaving." Mary Jo Walker, embodied by the superb award-winning British stage actress Janet McTeer, is a complicated and complex woman, one who flits from man to man, even if it means moving from state to state. While another in her position might view daughter Ava (the talented Kimberly J. Brown) as excess baggage, Mary Jo revels in having her along. Mother and daughter complement one another, and their relationship unfolds not through big dramatic scenes but in tiny details, like sarcastic remarks.

At age 12, Ava already is world-weary, but she is still a child, and Shelton and O'Connor never lose sight of that. Ava may have quick comebacks, but she is not one of the standard issue Hollywood screen kids who acts like a 40-year-old midget. Mary Jo, for her part, is also not afraid to let her guard down around Ava, frankly admitting that she's making it up as she goes along, combing her memory for some old boyfriend she can call on in the hopes of landing another husband. At Ava's insistence, they head out to California.

As the title implies, Mary Jo and Ava are just rolling through life. Stuck on the highway, their path crosses that of a burly trucker (played by director O'Connor), and Mary Jo turns on the charm. In just that one scene, the audience sees the woman as a whole: insecure yet sexy, and while not conventionally beautiful, attractive enough. What emerges is Mary Jo the people pleaser, and the rest of the film documents her maturation. Over time and with experience, she learns to break old patterns and find herself. Along the way, Ava learns valuable lessons.

In addition to a strong script, the film allows its actors to shine, down to even the smallest roles. McTeer, a commanding stage presence, translates that power to the screen and forges a memorable character. Brown, memorable for her stellar work on the CBS soap "Guiding Light," is that rare child performer who radiates truth. Even though there is little physical resemblance between these actresses, they have crafted a believable relationship as mother and daughter. Their scenes together burst forth with the messy gamut of emotions that is "real life."

Ably supporting them is director O'Connor (who gained a great deal of weight) as the surface Prince Charming trucker, Jay O. Sanders as a sympathetic co-worker and Laurel Holloman as Mary Jo's first female friend. In smaller, colorful parts, old pros Lois Smith and Michael J. Pollard also shine. Although some of the camerawork belies its budgetary restrictions, "Tumbleweeds" emerges as a first-class feature and ranks as one of 1999's best.

*MPAA rating: PG-13, for language, sensuality and a scene of domestic discord.

"Tumbleweeds"

Janet McTeer: Mary Jo Walker

Kimberly J. Brown: Ava Walker

Jay O. Sanders: Dan Miller

Gavin O'Connor: Jack Ranson

Laurel Holloman: Laurie Pendleton

A Fine Line Features presentation. Director Gavin O'Connor. Screenplay Gavin O'Connor and Angela Shelton. Producer Gregory O'Connor. Director of Photography Dan Stoloff. Editor John Gilroy. Music David Mansfield. Production Designers Bruce Eric Holtshousen and Bryce Elric. Costume Designer Mimi Maxmen. Sound Chen Harpaz. Running Time: 1 hour, 37 minutes.