There is a prevailing loneliness and despair that peeks through nearly every film situated in the desolate Southwest.

Grand empty spaces, long winding roads that seem to go nowhere and a relatively small population lend to the overall effect. It's a place to get mentally lost -- somewhere just to get away from it all.

It's here where we encounter Arliss, a roaming vending machine owner in the brilliant new film Flesh and Bone. Played with quiet intensity by Dennis Quaid, Arliss is homeless by choice, his best friend being the truck which slowly transports him from one backwater motel to the next.

Stocking everything from beef stew to condoms, Arliss is content, yet forever haunted by a horrible childhood incident involving his abusive father (James Caan).

It's this act that lays the foundation for the film, the latest from writer-director Steve Kloves. Like his previous film The Fabulous Baker Boys, Kloves has created another meditative look at very lonely people, this time set in an inherently evil environment.

At times reminiscent of Sam Shepard's Paris, Texas, Flesh and Bone is at once very predictable yet wildly refreshing. In an era of fast-paced violence and sex, Kloves' intricate dialouge and characters are a breath of fresh air. Like the characters, Kloves' screenplay is in no rush to get to the next destination, allowing wonderful spaces of quiet moments to flow through.

Along the way, Arliss meets a disillusioned housewife (Meg Ryan) who joins him on the road. Their relationship slowly builds to a point of being open with each other until Arliss shuts himself off with the chance arrival of his father.

As played by Caan, Arliss' father is one of the most venomous characters to slink across the screen in awhile. With a sexy drifter (Gwyneth Paltrow) in tow, Caan's arrival triggers painful memories in Quaid's character, turning the film toward a desolate, uncompromising conclusion.

Despite a slightly flawed performance by Ryan, whose perkiness doesn't exactly fit the material, and a few unconvincing scenes (especially one between Ryan and her abusive husband), Flesh and Bone boldly hits the mark. Quaid has never been better and newcomer Paltrow is a marvel -- she's easily one of the year's acting finds, combining a sexy innocence with an air of mystery.

But it is Kloves' screenplay and direction that deserves the biggest kudos. Much of the dialouge in the film takes on a rather poetic nature, and his direction is crisp and involving yet never too flashy.

In examining the nature of evil, Flesh and Bone truly delves into the reserved natures of its characters, the glints in their eyes and those long, winding country roads which never end.