This is a gem of a film, really well written, crafted and acted.Badasss swindler Richie Greene(Frank Whaley) is summoned to the small town of Harmony, Texas,by a young friend,Annie,(Christine Elise)of his unknown and rich grandma Lesley Ontott(Marion Ross)who wants to reconcile with her only relative and inheritor.Just in time, for Richie owes a gangster big time, and Harmony might be just the right place in which to disappear and maybe get the payback money from Gram's.<br/><br/>It's like Oliver Twist going back to his rich grandparent's estate, but this Oliver is in his forties and totally corrupt.His mother, Lesley's daughter,was banished from Harmony when she eloped with Richie's no good pa, and she died when Rich was five. Like a rolling stone Rich has bounced around in no good fashion, and as much as Grandma and her village want to transform him into a Harmonious loving citizen, he can only plot on how quickly he can get the Grandma money and run.<br/><br/>However, in this loving conspiracy,Rich is grossly underestimating Gram and her persuasive cohorts which include Annie,who quickly becomes a possible love interest, folksy hero Sheriff Clifford(Keith Carradine,lending his considerable appeal and celebrity status to the character), Gramma suitor and beau Wheeler(Paul Michelle, Marion Ross' real beau), and all of Harmony, dedicated to loving and protecting Grandma.<br/><br/>Eventually, Richie surrenders, but not without putting up somewhat of a fight. Who can resist Marion Ross playing Grandma? She is a force of nature. The script(by Rex McGee) and direction(by John Putch) are flawless,but Marion Ross's radiant acting prowess breathes life and credibility to the role. At one point Richie, poignantly played by impressive actor and lead Frank Whaley,reverts during a tornado to his childhood fear of storms and abandonment. Grandma Ross lovingly gets into the bathtub with Whaley and tenderly consoles him. With lesser actors, this scene could have been potentially embarrassing,yet it becomes a delicate and moving turning point, a scene of cinematic beauty.<br/><br/>At this point,the director(John Putch) counterpoints the storm scene with a flash showing the deadly gangster moving towards Harmony by car,in Richie's pursuit,thus using the storm to create more dread. The director is deft at using this kind of atmospheric resource in moving the story along. It's fun to look for all kinds of details the director uses to keep the creative momentum going,especially with the handsome cinematography,but I won't spoil the fun for you. Actors as good as these, especially Ross and Whalley, really deserve to have such careful direction, and perhaps this certainly helps them to give this kind of quality performance.<br/><br/>Another great scene is when Mr. Whaley is forced to don surgical attire in order to hold his grandma's hand(her request) during an operation. Just as the good doctors are about to push a needle into Grandma's eye(it's a feast to watch Whaley's smirks), the screen blacks out, and cuts to a view of four anxious faces as observed from a viewer in a reclining position. Is it Grandma waking up after the operation?Nope. It's the grandson, who passed out during the operation.Standard, but cute and very funny.<br/><br/>This is an ensemble, almost perfect effort, to make a film, and everyone who has a heart should have the pleasure of seeing it.The viewer is left with the impression that four of the good collaborators here should be a lot more appreciated than they are, Miss Ross, Mr. Whalley, Mr. Putch and the writer, Mr. Rex McGee. We would all be happier if they should strike again, with passion.<br/><br/>It's no accident that these collaborators can work so well together, but they have also done good things separately. John Putch,actor as well as director, and just a few years older than Whaley also directed Whaley and Annabelle Gish in an award winning good film a few years back, The Pursuit of Happiness.Whaley's is memorable for Swimming with Sharks, a great movie about making movies, with the awesome Kevin Spacey and a budding Benicio del Toro. Marion Ross is famous for TV's Happy Days, but you must see this film to see that this great lady actor can act up a storm.She's iridescent and intensely appealing.Ross could easily challenge Shirley McLaine's acting in Terms of Endearment, (a similar Texas grandma role).Finally, the writer, Rex Mc Gee is a Texas boy who put in writing his love for his Texas village,with the same quality of feeling that Fellini showed for his town roots in Amarcord.McGee also worked as assistant to Billy Wilder, one of the great directors of all time.He put his baby in Putch's hands. No wonder this film turned out to be so good.