While not nearly as mannered as GEORGE WASHINGTON, ALL THE REAL GIRLS or UNDERTOW -- three films that made critics tag David Gordon Green a filmmaker to watch –- the uneven, at times even comic tone spoils the grim beauty of Stewart O’Nan’s novel about disintegrating marriages and adolescent disillusion in a rust-belt town. The town -- a suburb of Pittsburgh -- isn't as rusty as O'Nan once imagined, its past is no longer submerged under a man-made lake, and the timeframe has been moved from the early 1970s to the present. On a clear winter's afternoon, high-school trombone player Arthur Parkinson (Michael Angarano) is practicing with the James Polk High School marching band when shots ring out. Although he doesn't yet realize it, someone Arthur knows well has been murdered. Flashback to three weeks earlier. Unhappy in his marriage, Arthur's father, Don (Griffin Dunne), a professor at the local university, is moving out of their comfortable, clapboard home and into a small apartment in town, leaving Arthur in the care of his mother, Louise (Jeanetta Arnette). Happily for Arthur, he has three key distractions from the misery at home: His best friend and fellow band mate Warren (Connor Paolo); Lila Raybern (Olivia Thirlby), a geeky smart girl from school who obviously has a crush him; and Annie Marchand (Kate Beckinsale), Arthur's pretty former babysitter, who now works as a waitress at the Chinese restaurant where Arthur busses tables. Annie, however, is far too caught up in her own problems to notice Arthur's shy flirtations. After a botched suicide attempt and prolonged hospital stay, Annie's estranged, ne'er-do-well husband, Glenn (a strong Sam Rockwell), is back home with his parents (Brian Downey, Carroll Godsman) and trying to worm his way back into Annie's life, mainly through their young daughter, Tara (Gracie Hudson). Annie's mother, May (Deborah Allen), is pressuring her to reconsider divorcing Glenn, who recently found Christ and a job selling carpets for his friend Rafe (Daniel Lillford), but Annie has since become involved with someone else: Nate (Nicky Katt), the husband of her best friend and coworker Barb (Amy Sedaris). Glenn, however, isn't easily dissuaded, and once he finds out what his wife has been up to at the local motel and with whom, he begins to derail, while an unforeseen tragedy triggers a chain of events that will end in gunfire. Casting Strangers with Candy's Amy Sidaris -- who can't help but bring a little Jerri Blank to everything she does -- in the crucial dramatic role of Barb is typical of the kind of unexpected, against-the-grain decision-making that many people seem to appreciate about Green, while others only see questionable judgment. Reducing the role of Arthur's mother who, in the novel, teaches her son the cruel lesson that makes the book such a heartbreaker, is another. When the final tragedy finally does occur you suddenly realize the remove at which you've been watching the whole thing unfold. Green and his regular cinematographer Tim Orr have a feel for the sad, generic landscape of small-town America, but rather than adding to an overarching melancholy it only reinforces an already drab, at times bizarrely comic tone.