Directed by Ang Lee. Starring Heath Ledger and Jake Gyllenhaal. Rated 14A. Opens Friday, December 16, at the Park Theatre

There was always something a little too manly about those old-school cowboy movies, with all their rugged Marlboro men ropin' doggies, swapping tales in the bunkhouse, and singing around the campfire.

Director Ang Lee, here working from a script fleshed out from Annie Proulx's self-consciously spare short story by Larry McMurtry and Diana Ossana, gently exploits the iconography of the wild Wild West, or at least Hollywood's version of it. The tale begins in 1963, with two young strangers, genial go-getter Jack Twist (Jake Gyllenhaal) and the beyond-taciturn Ennis Del Mar (Heath Ledger), posturing at each other in a dusty Wyoming parking lot. They're waiting for summer employment from a tough ranch foreman (a superb Randy Quaid) who needs help moving his sheep across public land without getting spotted by the feds.

That surreptitiousness creeps into everything else, which gradually moves from a getting-to-know-you story to a can't-live-without-you saga covering three decades. Furtive pup-tent groping and sunny-afternoon frolicking is inevitably followed by protestations of heterosexuality, right through to both men marrying and starting families not long after coming down off Brokeback Mountain. Ennis settles into a squalid existence with a sad-faced gal (Michelle Williams) soon saddled with children and lowering expectations, while Jack marries up, to a spunky rodeo rider (Anne Hathaway) who gets blonder, and more remote, as her car-dealer daddy-and Jack's bullying boss-gets richer.

The cowboys don't lose touch, however, and the tale documents their attempts to shoehorn the essence of real desire-of their actual selves, as opposed to what's expected of them-into their stultifyingly conventional lives. It's easy for us to say that the lads should have found more supportive partners or moved to San Francisco-hell, they wouldn't even have had to hang up their hats and chaps-but options weren't all that obvious back then.

"It don't happen in Wyomin'," says one of the cowboys about homosexuality in Proulx's story, "and if it does, I don't know what they do, maybe go to Denver." In any case, the shadow of Matthew Shepard- the Wyoming student who was killed by gay bashers the year after the New Yorker published Proulx's story-hangs ominously over the proceedings.

At well more than two hours long, the movie hits the same sorrowful note too many times in the final stretches. This gives you time to think about how underdefined the female characters are. And Lee, working with Mexican cinematographer Rodrigo Prieto, lingers a little too lovingly on the craggy Alberta landscapes, subbing for Wyoming and Texas, as plangent guitar chords are plucked. But that takes nothing away from the perfectly calibrated performances, particularly that of Ledger, whose portrait of beleaguered masculinity will help you remember that John Wayne's real first name was Marion.