Phil Morrison's Junebug has many of the elements expected from American independent films. It is character driven, offers a geographically specific location that is rarely seen in American films, and features lead characters who change in small and possibly, depending on one's appreciation of the film, profound ways. The strengths of the film are in the women. Embeth Davidtz plays Madeline, the sophisticated art dealer visiting the rural backwater that is home to her husband's family. She manages to make a character that should be unsympathetic very empathetic mostly because she does nothing consciously to offend her hosts' sensibilities. Hers is a finely modulated performance. Amy Adams, as the talkative sister-in-law who desires to gain some of Madeline's worldliness, serves up a great performance. The character lacks the prejudice seen in the other characters. Her performance is as open as her character, full of wide-eyed wonder and -- when the time comes -- deeply felt sadness. She portrays all of these emotions without ever sounding a false or actorly note. Where Morrison's film fails is in not clearly defining the role of Madeline's husband, George (Benjamin McKenzie). He seems disinterested and disassociated from everyone and everything except for the few moments when he is deeply engaged in a particular activity or person. Those changes in attitude seem so arbitrary that one is left with the suspicion that the character's ambivalence stems more from the filmmaker's inability to figure him out than from the character himself. While this problem disrupts the overall effect of the film, Adams and Davidtz make Junebug a worthy experience for anyone who appreciates fine acting.