In directing "All the Pretty Horses," a romantic homage to the great American cowboy epic, Billy Bob Thornton adheres honorably to the code of the Western and emerges with a familiar and satisfying -- if not entirely memorable -- eulogy to a lifestyle that rode off into the sunset some time last century.

The film takes place in 1949 and follows a handsome young rancher, played with surprising 10-gallon-hat credibility by Matt Damon (he says "I reckon" like he means it), who clings to the cowboy way as he tries to find a new life in Mexico after losing his family's long-time homestead.

"Come to find out, Mama means to sell it," Damon narrates in a flawless Texas drawl. "Says the oil company will pay her three times what it's worth."

So he and his pardner, an old friend played by Henry Thomas (also unexpectedly convincing as a cowboy), pack up their saddle bags and head south where "it ain't all fenced in, sold out and played off."

Yeah, they talk like that through the whole picture. But they amble through the accents and trail talk in such natural fashion it becomes almost melodious -- a tribute to the strong, faithful handle the actors have on their characters and Thornton has on this beautifully photographed sagebrush saga, which unfolds in classic three-act structure.

Traveling by horseback and sleeping under the stars in Act One, Damon and Thomas meet up with a sharpshootin' teenage cowpoke (Lucas Black) running away from an abusive stepfather. The kid gets them into some trouble in a border town when there's a dispute about the ownership of his horse, which got away from him during a thunderstorm. The three of them hightail it out of there, but you know the episode will come back to haunt them.

In the Second Act, Damon and Thomas have landed ranch hand jobs working for the wealthiest rancher in Mexico (Ruben Blades) by wearing themselves out busting 15 wild broncos in four days. This catches the eye of both Blades, who offers Damon a better job in his stables, and Blades' breathtaking, strong-willed daughter (Penelope Cruz).

"You're fixin' to get me in trouble," says Damon, knowing Papa won't approve. "You are in trouble," Cruz replies with a flirtatious smile before riding off, bareback, on Damon's horse.

Thornton reportedly trimmed his first cut of "Pretty Horses" by more than 90 minutes to bring it in at a watchable run time, and if it shows anywhere it's in the swiftness of this budding romance, which goes from batting eyelashes to skinny dipping to declarations of everlasting love faster than a rodeo rider can tie up a calf.

The Third Act finds Damon and Thomas reunited with the kid and hauled away to a dangerous Mexican prison on questionable charges related to the horse-swiping incident. Stockade horrors and a death or two ensue, of course, but Cruz's aunt buys Damon's freedom on the condition the two lovers never meet again.

Well, we all know where that's going, don't we?

Still, "All the Pretty Horses" is a fairly appealing cinema throwback, complete with cowboys philosophizin' about death around a campfire, angled light falling across the hero's eyes in a otherwise shadowy shots, and a customary Western-Latino score that services the story well without being trite or irritating.

It's hard to say why Thornton persisted with a handful of off-kilter dream/fantasy sequences he sprinkles through the movie while shortchanging the romance and a couple subplots that evaporated in editing process. He also wraps things up a bit fast with a rather easy out for Damon's third act dilemma. But Thornton is a skilled director who makes a handsome, extremely well-acted film, even if it comes up a little short.