By Laura Urbani, Pittsburg Tribune
HBO's "Empire Falls" is one of those projects where all the elements seem to align. It's an adaptation of author Richard Russo's Pulitzer Prize-winning bestseller and features an all-star cast led by the Paul Newman and Joanne Woodward.
The two-part miniseries is a classic American story with vivid characters embodying realistic traits and facing common challenges. These characters show that simple people who live in small towns often live complicated lives.

Woodward delivers cunning smiles and icy stares as the town matriarch, Mrs. Francine Whiting. She runs the town from the shadows, manipulating everyone she can. Mrs. Whiting's favorite target is Miles Roby (Ed Harris), the nice guy who runs the Empire Grill for her. Miles is one of the most loyal men in town, sacrificing many career opportunities to continue working for Mrs. Whiting. Miles swears he owes her for paying for his aborted college education and nursing his dying mother. Miles' brother, David (Aidan Quinn), is incensed that Miles won't investigate buying a bookstore or going into business with his mother-in-law. David worries that Miles' daughter, Tick (Danielle Panabaker), will end up stuck in the Empire Grill just like her father.

Miles has too many other problems on his mind to worry about new businesses or the manipulative Mrs. Whiting. Miles' father, Max (Newman), is a crusty old man who always begs for money and sports crumbs in his beard. Max is not above stealing from his son or convincing a senile priest to steal from the church. Max is one of those old men who say what is on his mind no matter how offensive.

Miles also has to smooth the tempestuous relationship between his daughter and ex-wife, Janine (Helen Hunt), who recently lost 50 pounds and wants a new, exciting life. She decides to marry Walt Comeau, a health club owner dubbed the "Silver Fox." Comeau (Dennis Farina) loves to brag that he's 50 years old but still has the body of a 40-year-old. Neither of which may be true.

Miles is also pestered by a local cop and former childhood friend, Jimmy Minty (William Fichtner). Jimmy is not the most intelligent man in town, but he takes pride in living in Empire Falls. Miles and Jimmy's convoluted relationship becomes even stranger after Tick and Jimmy's son, Zack (Trevor Morgan), end their relationship.

Miles faces a challenge to his peaceful life. The past starts resurfacing, forcing Miles to ponder his relationships with his dead mother, Mrs. Whiting and the rest of the town.

Mrs. Whiting's joy in teasing Miles forces him to remember the past and change the direction of his life.

"Lives are like rivers," Mrs. Whiting tells Miles. "Eventually they go where they must, not where we want them to."

"Empire Falls" contains folksy storytelling which is comforting and cloying at the same time. A narrator guides viewers through the town's political formation and explains the contents of old photos. While displaying the photos, red lines are used to point out important people and objects. The technique is a little silly, but it gets the job done.

The story is divided into eight chapters, with titles like "In Which We Learn Anything is Possible" and "The Kind of Attitude That Just Leads to Things," allowing a simplicity that welcomes viewers into the small-town atmosphere .

The talented cast alone makes this movie worth watching. What other television production could gather Newman (who also produced the movie), Woodward, Harris, Hunt, Quinn and Robin Wright Penn? Even the supporting cast is impressive, including Farina, Kate Burton, Estelle Parsons and Theresa Russell.

"Empire Falls" slowly reveals the essence of these many characters as it explores the relationships and events that affect individuals and the entire town.

By RAY ROUTHIER, Portland Press Herald Writer
They are just two little words, but the first time Paul Newman mutters "so what" in the HBO film "Empire Falls," I knew the 80-year-old screen legend would own this film.

Ed Harris, of course, is the star. He plays lead character Miles Roby and does a wonderful job. But watching Newman, who is on screen much less frequently than Harris during the 3 1/2-hour film, one gets the sense that Newman embodies the story of a down-and-out Maine mill town better than any of his fellow actors.

Newman's portrayal of the carefree, irresponsible, crass and inexplicably lovable Max Roby is just one of several reasons the HBO film is worth watching.

Here are a few others I gleaned from watching a review copy of the film:

The state of Maine. The weathered wooden tenements in Waterville, the red-brick mills in Skowhegan, the old concrete bridge in Norridgewock and dozens of other Maine locales never looked so good. The 2,000 local extras and 30 or so Mainers with speaking roles also help make this the best representation of the Pine Tree State I've seen on film.

Ed Harris. As Miles Roby, a dutiful but complex man in his early 40s, Harris is great. His performance is subtle, he doesn't put on a fake Maine accent, and he makes you feel as if the part was written for him.

Joanne Woodward. Besides her husband (Newman) and Harris, Woodward is the other standout. She turns in a quietly evil portrayal of Mrs. Whiting, the girl from the poor side of town who comes to reign over it.

The writing. Richard Russo, who lives in Camden and lobbied to have the film shot in Maine, wrote the script based on his Pulitzer Prize-winning novel. Although the characters aren't as developed as they were in Russo's 480-plus pages, the best parts and lines remain. Russo was given a little more freedom to keep his vision in the film because this wasn't a big Hollywood studio film and because Newman, a fan of Russo, was an executive producer.

Of course, there are things to find fault with, too. The filmmakers try to boil down the story of the town itself - how this textile and paper-mill town sprang up in the Maine woods, like so many New England mill towns, and how one family came to dominate it.

They do this with old black-and-white photographs shown at the beginning and end of the film, with narrator Larry Pine (the actor who plays school principal Otto Mayer) telling the story. Red circles, arrows and lines are drawn into these pictures to emphasize certain characters, but I found the device distracting.

The Maine accents, while always a problem in films about Maine, were not a huge problem but did detract from certain scenes.

Aidan Quinn, for instance, has a Massachusetts "pahk-the-cah-in-Hahvahd-yahd" kind of accent, which is bothersome in combination with the fact that his character doesn't seem as interesting as it was in the book.

Helen Hunt, as Miles' estranged wife Janine, also tries a little too hard to sound like what the world thinks Mainers sound like. A couple of smaller characters, such as Horace, the local reporter, do the same thing.

But Harris' only attempt at an accent is to mutter some words and pronounce others in a lazy manner. This works well for him. Newman and Woodward don't seem to be assuming any accent, and they come across as wonderfully credible Mainers - succinct, direct and pulling no punches.

As in the book, the story centers on Miles, as he faces divorce, his teenage daughter becoming a woman, and the prospect of being stuck running the Empire Grill for the rest of his life.

Flashbacks to Miles' childhood, and especially scenes with his now-deceased mother (played by Robin Wright Penn) are a little less confusing than in the book and done well. The flashbacks, set on Martha's Vineyard and filmed mostly in Kennebunkport and Ogunquit, feature a brief but masterful appearance by Philip Seymour Hoffman as Charlie Mayne.

The second half of the film has much less Newman in it, which is a shame, since the energy in his elderly-rogue character is a joy to watch. Many of Max's lines are straight out of the book, such as when he hilariously and viciously berates tough-guy cop Jimmy Minty, leaving the macho police officer speechless.

And though there are some 30 Mainers with small speaking roles in the film, most are hard to notice unless you know the individual personally. There are some exceptions though.

Delia Robertson, a teenager from Freeport, turns in a seemingly effortless performance as Candace, the slightly annoying but bubbly art-class friend of Miles' daughter Tick. She's in several scenes, and her presence is welcome.

Tony Takacs, a teenager from Albion, has quiet confidence and believability as Justin, another art-class student.

Doree Austin, a local actress who has done community theater in central Maine, plays the art-class teacher, Mrs. Rodrigue. She captures this uptight character very well.

Timothy Ryan of Freeport provides quick bursts of comedy in several scenes as Brian (Buster in the book), a disheveled and apparently boozing worker at the Empire Grill.

And of course, the state of Maine turns in a star performance, from the stunning fall foliage framing a high school football game in Skowhegan to the brick factories and winding rivers that are the defining characteristics of any mill town.

Official newspaper for the Roman Catholic Diocese of Gary, Indiana
If PBS' venerable "Masterpiece Theatre" had an American-themed counterpart -- as it actually did for a short while on public television -- Richard Russo's adaptation of his Pulitzer Prize-winning novel would be ideal fodder.

As it is, "Empire Falls" -- a beautifully human story with characters you come to care about -- is premiering on HBO in two parts: the first on Saturday, May 28, from 9-11 p.m. EDT, the second on Sunday, May 29 from 9-10:30 p.m. The HBO pay service's subscribers will be able to view the series in eight separate "chapters" if they have access to HBO On Demand.

And, indeed, the episodic nature of the story lends itself to installment viewing. Though Russo's story is much more textured and nuanced than typical television movie fare, this over-the-years saga does also have a compulsively watchable soap-opera appeal.
Given a first-rate production (by executive producer Paul Newman, among others), with truly deluxe casting, the tale centers on the residents of the fictional town of Empire Falls, Maine, once a thriving textile center, but now long past its glory days. The town is, for all intents and purposes, run by the autocratic Francine Whiting, played with steely grace by a silver-haired Joanne Woodward.
Miles Roby (Ed Harris) is the manager of the Empire Grill, and on the verge of divorce from his wife, Janine (Helen Hunt), now engaged to aging health club owner Walt (Dennis Farina). Roby has a teenage daughter, Tick (Danielle Panabaker), whom he adores. He also has an eccentric father, Max (Newman), given to lengthy disappearances, and a brother, David (Aidan Quinn), who's the chef at the diner.

There are frequent flashbacks to his childhood where we see him being raised by his pretty mother, Grace (Robin Wright Penn), who lost an important job at the factory, before going into the service of Mrs. Whiting and then dying of cancer (as we learn fairly early on).
As for Miles' father, when Max wasn't roaming far from home, he was spending time in jail for creating a "public nuisance." During one such period, Grace is attracted to the affable Charlie Mayne (Philip Seymour Hoffman), but circumstance forces him to end their relationship abruptly, a blow from which Grace never quite recovers.

Back in the present, Miles hopes to get a liquor license, which will greatly enhance his business, but Mrs. Whiting withholds permission, forcing Miles to consider a partnership with his erstwhile mother-in-law, Bea (Estelle Parsons).
The decent Miles -- "What a good Catholic boy you are," his brother tells him at one point -- is in the process of painting the local church, during which he has long ruminations about the past. The church is run by Father Mark, whose colleague, the senile Father Tom, later absconds with the collection money and goes to Florida with Max.

Tick takes under her wing an abused boy named John Voss (Lou Taylor Pucci), the sadistic target of school bully Zack (Trevor Morgan), who harbors resentment that Tick spurned his romantic attention. His father, town cop Jimmy Minty (William Fichtner), who needles Miles to the point of harassment, thinks Miles is a snob. (Both Mintys are the most flagrant baddies in the story, that is, after Mrs. Whiting.)
Eventually, Miles will work through the demons of his past, and by the time the second part ends, there will be some surprising turns.

Director Fred Schepisi's pacing is far more leisurely than the average television film, even the high-quality ones on HBO, and the dialogue has that ever-so-slightly artificial literary quality that you sometimes get when books and plays are adapted into film, though some of the lines are quite smart. "You're not changing. You're just losing weight," Bea tells Janine after the latter brags that she's a new person.

Still, all the performances are super. Seeing Newman playing a bearded old geezer takes some getting used to, but it's a fine portrayal. Woodward is all surface charm and magnanimity, but with a cold core. Kate Burton excels as Mrs. Whiting's crippled daughter who's long harbored a crush on Miles.
But above all, it's Harris who carries the film, with his wonderfully expressive face and understated manner which nonetheless speak volumes about the character. Some profanity, rough and crude expressions, suicide, drug use, fleeting sexual situations and innuendo, and a violent episode make this best suited for adults.
By Bryan Lowry/Variety
Despite a Pulitzer Prize-winning pedigree and cast to which the adjective "all-star" hardly does justice, this assiduous two-part exploration of mortals in Maine represents a low-key follow-up to HBO's Emmy-dominating "Angels in America." Meticulously directed by Fred Schepisi but too deliberate in peeling back tale's intricate layers, it's the sort of pristine endeavor that requires a real commitment to hang in until the end, suggesting the finished product probably will be more written about than actually watched.
Indeed, the first hour of this classy production (structured throughout in chapters, as adapted by Richard Russo from his novel) plods along at such a leisurely gait that a certain impatience stirs for the juicy bits to come. It's the kind of pace, frankly, that only a pay service would abide, even with the array of theatrical talent on board.