Sam Peckinpah spent years trying to make The Hi-Lo Country and reportedly considered it the project that could become his magnum opus. A friend of novelist Max Evans, Peckinpah was already pitching the book to Charlton Heston while making Major Dundee in 1965. He died in 1984 without getting it in front of cameras.

More than a decade later, the Western finally happened, and one piece of the Peckinpah connection remained: the screenplay came from Walon Green, his co-writer on The Wild Bunch. The surprise was behind the camera. Instead of another American steeped in Westerns, the job went to Stephen Frears, the English director of Dangerous Liaisons, My Beautiful Laundrette and The Grifters. It sounds like strange casting for a director. It turns out to be part of what makes the movie interesting.

Pete Calder (Billy Crudup, Almost Famous) and his best friend, Big Boy Matson (Woody Harrelson, Three Billboards Outside Ebbing, Missouri), return from World War II to Hi-Lo, New Mexico, and find home changing underneath them. Cattle baron Jim Ed Love (Sam Elliott, A Star Is Born) has swallowed up much of the local ranching business, and half the town seems to work for him. Pete and Big Boy would rather keep doing things the old way alongside aging rancher Hoover Young (James Gammon, Major League). Then there’s Mona (Patricia Arquette, Boyhood), the unhappy wife of Jim Ed’s foreman. Pete has wanted her for years. Big Boy, being Big Boy, gets there first.

That triangle gives The Hi-Lo Country its most familiar Western ingredients, but Frears is less interested in who gets the girl than in what happens when two men who love each other like brothers begin wanting incompatible things. Pete is the observer, taking everything in and saying only part of what he feels. Big Boy is appetite in boots, chasing cattle, women and confrontation with equal enthusiasm. Crudup and Harrelson make that difference into something substantial and real. Harrelson gives Big Boy enough swagger to fill the landscape, while Crudup makes Pete’s restraint feel like its own kind of ache. Their friendship becomes the movie’s real love story long before either man seems willing to admit how much the other matters.

Arquette makes Mona more than something for them to fight over. There’s frustration underneath her recklessness, the sense of someone who knows the life she has isn’t enough but doesn’t have many good options for changing it. Josepha (Penélope Cruz, Volver) makes a vivid impression in one of Cruz’s first English-language roles, while Elliott does what Sam Elliott can do better than almost anybody: make a threat sound like neighborly conversation.

Frears proves less unlikely a Western director than he first appears. Oliver Stapleton’s camera gives the New Mexico landscape plenty of room, but there’s little romantic about what’s happening on it. The old ranching culture is disappearing, Jim Ed is consolidating power, and Pete and Big Boy are hanging onto a version of the West whose days are already numbered.

That’s where Peckinpah’s shadow is easiest to feel, even if Frears has no interest in impersonating him. What’s missing is the cruelty and flinty edge Peckinpah might have brought to the material. The second half can drift toward mournful when it needs a little more bite, and the love triangle occasionally feels smaller than the changing world surrounding it.

What survives those softer stretches is Pete and Big Boy. Their bond runs deeper than the romances, the cattle or the land dispute, giving the movie an emotional undercurrent that Brokeback Mountain would bring much more openly to the Western seven years later. Frears doesn’t underline it, but he doesn’t need to. Berlin responded, awarding him the Silver Bear for Best Director. The honor makes more sense once you stop wondering what Peckinpah’s version might have been and start looking at the movie Frears actually made.