Photo: English Cowboy: Robert Carlyle stars as Jimmy, who is trying to woo back Shirley (Shirley Henderson), the woman he ran out on.

It has all the trappings of a vintage spaghetti western. There''s a dangerous loner all in black, a family of homesteaders in jeopardy, a climactic showdown, and plenty of epic-style Spanish guitar music. But Shane Meadows'' wryly titled Once Upon A Time In The Midlands is an amusing, offbeat and often touching comic love story set in contemporary England; specifically, the anonymous, hard-working Midlands region roughly north of London and south of Scotland.

Director Meadows (TwentyFourSeven) and co-scripter Paul Fraser''s man in black is Jimmy (Robert Carlyle), an irresponsible petty thief who ran out on his girlfriend, Shirley (Shirley Henderson) and their daughter, Marlene (Finn Atkins) years ago and fled home to Glasgow. On a tawdry Jenny Jones-type TV talk show, Jimmy sees Shirley turn down a marriage proposal from her live-in sweetie, Dek (Rhys Ifans). Absconding with a valise of ill-gotten cash, Jimmy attempts to move back into Shirley''s life.

Complicating things are a vociferous lot of extended family members who live in the same block of middle-class Nottingham row houses as Shirley, Dek, and Marlene. Jimmy''s bartender sister Carol (Kathy Burke) lives with her own three kids and her daughter''s boyfriend. Her husband Charlie (Ricky Tomlinson), a wannabe country-western crooner whose "midlife crisis" has lasted 10 years, lives a few doors away. Both families are intimately involved in each other''s lives and indeed spend a lot of free time piled up together on sofas or in bedrooms companionably watching TV.

But the love triangle takes center stage, with Shirley torn between a newly contrite Jimmy, aching for all he''s lost, and the hapless goofball Dek. Make that a quadrangle, when 12-year-old Atkins'' poised, no-nonsense Marlene gets involved. Although Ifans'' Dek starts out as a buffoon-fumbling, earnest, easily wounded, yet given to spurts of entirely unwarranted braggadocio-his evolution into something deeper and richer gives the story backbone; Ifans chummy scenes with Atkins are among the movie''s best.

The witty western motif is carried throughout, from a confrontation in a saloon (where Charlie is singing cowboy songs), to the apparent mystique surrounding Jimmy. ("He''s this Zorro figure ready to pounce on me," moans Dek.) Never a spoof or a device, Meadows employs the motif to tell a story that feels life-sized and plausible in every respect. Then he subtly tweaks the genre, suggesting that the mythic loner is generally alone for a good reason.

Once Upon A Time in the Midlands Three Stars
Directed by Shane Meadows
Starring Robert Carlyle, Shirley Henderson, Finn Atkins, Rhys Ifans
Rated R, 104 min.