Based on the true tale of the 1913 U.S. Open, in which a youth from the wrong side of the tracks surprised the pros, "The Greatest Game Ever Played," the second feature directed by actor-cum-director Bill Paxton, offers an inspiring story, lush visuals and accessible characters to give a black-hat-white-hat view of class struggle in America and England.

Based on the true tale of the 1913 U.S. Open, in which a youth from the wrong side of the tracks surprised the pros, “The Greatest Game Ever Played,” the second feature directed by actor-cum-director Bill Paxton, offers an inspiring story, lush visuals and accessible characters to give a black-hat-white-hat view of class struggle in America and England. Pic should attract auds in modest amounts across the board, including those not particularly enamored of golf, a sport previously served on screen far more successfully by comedy than drama. “Greatest Game” is no “Caddyshack,” of course. But it isn’t “Tin Cup” either.

In the 1913 U.S. Open, the unknown, 20-year-old Francis Ouimet came out of nowhere to discombobulate the world’s best players. What Paxton has directed is actually two stories, one about Ouimet and one about Harry Vardon, the winner of a record six British opens and still considered England’s best golfer (he died in 1937).

Young Harry (James Paxton), whose siblings sleep three to a bed, awakens one morning to find surveyors readying his family’s Isle of Jersey home for the construction of a golf course.

What is golf? “Golf is a game played by gentlemen,” says the most ghoulish of the group. “Not for the likes of you.”

Insulted and evicted, Harry will grow up to become the best at a game whose presiding ethos was about what one had, rather than who one was.

Across the pond, and two decades later, young Francis (Matthew Knight) caddies at the golf club across from his family home in Brookline, Mass., and becomes enthralled by the larger-than-life persona of the seemingly unbeatable Vardon.

Against the objections of his class-conscious father (Elias Koteas), Francis’ mother (Marnie McPhail) takes him to a demonstration being given by the visiting English champ. And so the two are enjoined in what will be an epic, if two-fronted, war against the assumptions and biases of class in both the U.S. and England.

The real star of the film is Stephen Dillane, whose Vardon remains proud in spite of attempts by others — such as the debauched Lord Northcliffe (Peter Firth), who bankrolls the English invasion of the 1913 Open — to humiliate him because of his lower-class background.

Although the movie doesn’t mention it, the previous year had seen the sinking of the Titanic, the most polarizing event of the infant century in matters concerning haves and have-nots. As author Mark Frost’s screenplay implies, Francis’ father is bitter because in America, he has discovered the same elitist attitudes he thought he had left behind in Europe (although where in Europe is a mystery, as is Koteas’ accent).

Harry, gripped by the same feelings of anger and inferiority, internalizes them, and Dillane does a marvelous job of communicating the taciturn Harry’s turmoil — wordlessly but with profound effect.

The same cannot be said of Shia LaBeouf, who plays Ouimet, caddy turned amateur wunderkind. LaBeouf’s Francis has too much poise, even cockiness, to generate much sympathy as the kid from the wrong part of town.

LaBeouf, who comes across as a hybrid of Edward Norton and Donald O’Connor, is surrounded by people affecting what are supposed to be period speech patterns, inflections and vocabulary, and yet he seems to have stepped directly out of 2005. Both Paxton and scripter Frost must accept some of the blame for this — did golfers pump their arms and exclaim “Yes!!” when they sank a putt in 1913? This clash of period and contemporary infects the movie as a whole.

Accents are also a bit off-putting. Although he’s the child of an Irish immigrant mother and a father of unspecified origin, Francis speaks perfectly modern American, as does his Open caddy, pint-sized Eddie Lowery — played by Josh Flitter, whose pugnacious performance will win him a following.

Visually, Paxton’s picture is more pretty than it is authentic — it is a fantasy of a sort, after all. Amid the overly heroic, Celtic-flavored strains of Brian Tyler’s score is a Babel-esque melange of tones and eras.

It’s curious that a filmmaker who could debut with something as flawed but personal as “Frailty” could so effortlessly sidle into the role of big-budget sports movie/period piece director, but Paxton makes the most of what technology has given him — perhaps the slowest slo-mo putts in history are recorded here, as well as balls soaring directly into the camera and various magical realist hallucinations signifying Francis and Harry’s mutual self-doubt.

But when dealing with the purely human elements, Paxton fails to connect — his cutaways to Francis’ careworn but perpetually startled mother every time something big happens at the golf course across the street become comical after a while.

The final moments, with the music swelling and the “Casablanca”-like ending, with Francis and Eddie walking off together across the turf, shows a heavy-handedness that should have been avoided.

The Greatest Game Ever Played

Production

A Buena Vista release of a Walt Disney Pictures presentation of a Morra Brezner Steinberg Tennenbaum production. Produced by Larry Brezner, Mark Frost, David Blocker. Executive producer, David Steinberg. Directed by Bill Paxton. Screenplay, Mark Frost, from his book "The Greatest Game Ever Played."

Crew

Camera (Technicolor), Shane Hurlbut; editor, Elliot Graham; music, Brian Tyler; production designer, Francois Seguin; art director, Pierre Perrault; set decorator, Anne Galea; costume designer, Renee April; sound (Dolby Digital), Peter Michael Sullivan, Mark Ormandy, Paul Poduska; supervising sound editor, Mike Wilhoit; visual effects supervisor, Dennis Berardi; special effects coordinator, Pierre Rivard; visual effects, Mr. X, Inc.; stunt coordinator, Marc Desourdy; assistant director, Pedro B. Gandol; casting, Mary Gail Artz, Barbara Cohen. Reviewed at Walt Disney Studios, Burbank, Sept. 15, 2005. MPAA Rating: PG. Running time: 115 MIN.

With

Francis Ouimet - Shia LaBeouf Harry Vardon - Stephen Dillane Eddie Lowery - Josh Flitter Sarah Wallis - Peyton List Arthur Ouimet - Elias Koteas Mary Ouimet - Marnie McPhail Ted Ray - Stephen Marcus Lord Northcliffe - Peter Firth John McDermott - Michael Weaver Young Harry - James Paxton Young Francis - Matthew Knight

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