Last Orders is a somberly beautiful new movie based on the 1996 Booker-prize winning novel by Graham Swift. The only previous film based on a Swift novel, Waterland, was a case-study in how not to adapt a serious work of literature to the screen: It literalized the book’s metaphors and allegorized its literalism. By contrast, Fred Schepisi’s film version of Last Orders is a model of literary adaptation. Literary when it needs to be and cinematic when you least expect it, it’s a movie that does not fret the difference between books and movies.

Jack Dodd, “master butcher,” has died, and three friends, Ray, Lenny and Vic, with Dodd’s son Vince, drive across England to scatter his ashes to the open sea. As they travel, quicksilver flashbacks fill us in on Jack’s past as if it were still of note, and slowly persuade us that it must remain so. In dribs and drabs we see Jack’s army days, his early romances, the development of his lifelong friendships, his clash with his son (who doesn’t want to follow in his footsteps), and his rejection of his institutionalized, schizophrenic daughter, to whom his wife remains ambivalently devoted. The point of view is casually estranged, filtered prismatically through the obscure perspectives of friends, son, wife. Whether we come to know Jack through them, or them through Jack, is unresolved. The film insists on its dirgelike but oddly buoyant dissipation. It wants to be as melancholy and as jubilant as a wake.

With at least one masterpiece under his belt–1978’s The Chant of Jimmie Blacksmith–the Australian Schepisi has fashioned an uneven career with fabulous high points like A Cry in the Dark and Six Degrees of Separation. His treatment of Swift’s novel suggests the wry intelligence that underlies this work. With a refracted plotline modeled on Faulkner’s As I Lay Dying, the book leaps among the multiple perspectives framing the tale, implying key events and eliding others. Instead of trying to duplicate this literary virtuosity as a specialized approach, Schepisi generalizes it, and fastens on what’s most cinematic in it. He doesn’t straighten out the plot, or literalize the book’s devices, but relies on what Faulkner himself already knew–that such techniques were invented by the cinema, and would not require “adaptation” to it. Instead of infusing elements overtly “literary” into the movie–like a voice-over reading Swift’s prose–Schepisi confidently depends on what’s cinematic in the book. There is a casualness in this treatment, a ripened quality, without the anxiety of dueling forms, characteristic of the finest film versions of books.

With its mosaic structure, this motley elegy risks diffusion in the name of complexity. But the film is held together by an unbroken sequence of masterly performances, by Michael Caine (Jack), Tom Courtenay (Vic), David Hemmings (Lenny), Bob Hoskins (Ray) and Helen Mirren (Amy, Dodds’s wife). This cast is something like British cinema’s equivalent of a dream team–Alan Bates is the only one gone missing, it seems–yet the performers are fully dedicated to the piece, eschewing any self-referential winks at the audience. With a freshness and dexterity as if they’d never made a movie before but still knew all there was to know about acting, each player builds a character from the ground up, autonomously crafted, yet attuned to the ensemble. The matter-of-fact precision to this assured collective professionalism contributes a quality of briskness–also definitive of Schepisi’s direction–that keeps the movie’s funereal attitudes from edging toward the lachrymose.

As Ray, Bob Hoskins embodies something of the spirit of the movie in creating a portrait of a man both beaten down and buoyed up, always expecting the worst, yet ever hopeful. In a scene where Hoskins watches a horse race and sees his long shot bolt from behind, it’s clear why he’s so perfect for this role. His delicately hawk-nosed face seems rotund at the edges but angular down the middle, his crimped demeanor both squat and dense, stubsy and bulldoggish, and with a twitch of his beetling brow, his mercurial expression can lunge from sad-sack despair to impish glee. It’s a cartoon face–that’s why he was such a natural for Who Framed Roger Rabbit?–with Shakespearean dimensions.

In his great turn in Atom Egoyan’s Felicia’s Journey, Hoskins could project both menace and pathos compellingly, while reserving some distance in the film’s undertones of burlesque. There’s probably no other actor who can shuttle so quickly from broad caricature to subtle nuance, and while that skill is not really called upon here–where nuance is primary–it lingers under the surface, enlivening Hoskins’ presence in the movie. You sense a current in this Ray that could erupt, but he’s too gentle and funny for it to be anger, and it’s so animated that you’re shocked to discover, when it spills forth, that it’s grief.

Hoskins’ scenes with Helen Mirren could be called a joy to watch if they were not so painstakingly muted. As Jack Dodds’ loving but wounded widow, Mirren bears a lifetime’s hopeful disappointment in her lined, sallow face. Unlike her seemingly similar role in Gosford Park, this character isn’t concealing her sorrow under a façade of sternness. It’s right there on the surface, even if she’s too tired to give it voice.

Amy has decided not to accompany Jack’s pals on the trip to deliver his ashes, but instead to visit her daughter, as she does every Thursday. Unlike the others, Ray understands this decision–an understanding that reflects his love of her–and so do we. We’ve seen how difficult her larger-than-life, unthinkingly demanding husband could be: Even when he gives something, it’s a demand. They sit and laugh and quietly talk, Amy and Ray, on a bench amid traffic under a gray sky, while a river rolls past them. They talk of the past fondly, despite death, and of the future hopefully, and Hoskins and Mirren get every note right. Sad as they seem, these are scenes about happiness.

As in The Cider House Rules, Michael Caine (as Jack Dodds) is the large, vibrant presence inspiriting this sad, still threnody. The fragmentation of the narrative into interlocking pieces of memory renders the performance a little scrappy, but also works, through the blunt, straightforward, tough-minded editing, to hold it in check. (Happily, Schepisi seems to prefer his Milk of Human Kindness in small doses.) Like Courtenay and Hemmings, Caine also brings suggestive associations of his early career in youth-oriented “mod” British cinema, post-kitchen-sink realism and pre-psychedelic counterculture. In a way, Caine is doing a long-in-the-tooth reprise of the irresponsibly fun-loving cad of his star-making role in Alfie (1966), just as Courtenay performs the dour petulance and Hemmings the gruff impertinence of their characteristic roles of the ’60s, as in, respectively, The Loneliness of the Long Distance Runner (1963) and Blowup (1966). And here they all are, still, all these long years later. In its sidelong, complicated way, melancholic and convivial, this movie tries to answer the question of where British cinema goes when it does not die. EndBlock