Shirley Henderson faces a choice between the squirmy domesticity of dorky longtime boyfriend Rhys Ifans and the sleazy charm of ex-partner Robert Carlyle, the father of her child, in Once Upon A Time In The Midlands, a warm working-class romantic comedy from director and co-writer Shane Meadows. The film opens with Henderson and Ifans appearing on a Jerry Springer-like talk show, where Ifans makes a painfully awkward marriage proposal that Henderson regretfully rejects. Low-level hood Robert Carlyle watches Ifans' romantic humiliation unfold on television, and decides to leave Glasgow and try to win Henderson back, a decision made easier by the big wad of cash he's ripped off from his similarly incompetent criminal cohorts, who are eager to retrieve it. Carlyle's return shakes the foundation of Henderson and Ifans' loving but unexciting relationship, which has already been undermined by Henderson's televised rejection. Goofy without being particularly funny, a responsible breadwinner and doting surrogate father but far from rich, Ifans plays the kind of stand-up guy whose decentness is easy to take for granted. Carlyle, by contrast, has little to offer Henderson but an outlaw swagger that gets a little more pathetic with every passing year, but it takes his re-emergence to make Henderson realize what she has with Ifans. Once Upon A Time In The Midlands would have a more urgent sense of conflict if Carlyle were a more sympathetically drawn character, but Ifans gives such a touchingly vulnerable performance that it'd be hard not to root for him anyway. Sharply drawn and well-acted, the film quietly celebrates the everyday heroism of men who happily assume the responsibilities more selfish men have abandoned. Meadows shows an impressive eye for the mundane details of working-class British life, but Ifans' remarkable portrayal of an unremarkable man is what gives Once Upon A Time In The Midlands its gentle soul.