Down South during the Depression, two wily crooks and a young man convicted on murder charges break out of prison and hole up at a rural truck stop. Robert Altman directed and co-adapted this second film version of Edward Anderson's book (previously made in 1948 as "They Live By Night"), and he's obviously in love with the damp, grubby milieu and characters. He gets some wonderful work from then-newcomers Keith Carradine and blithe, earthy Shelley Duvall, yet fails to drum up interest in the narrative. The trio take part in bank robberies but never raise much hell, while the interrelationships between the criminals and their familiars are so matter-of-fact that nothing comes along to surprise us. The screenplay (also worked on by Altman's associate Joan Tewkesbury and, for a brief time, Calder Willingham) is talk-heavy with lackadaisical dialogue; all the gabbing may indeed have the ring of natural conversation, but it mutes the film's pacing. The frequent radio broadcasts, vintage costumes and cars are fun ingredients initially, but with such a drab presentation (and hardly any light relief) one is apt to become restless with the lack of drive. Altman probably didn't want bold, vivid colors from cinematographer Jean Boffety, but what he did get--muddy-wet roads and paint-chipped old houses--is far too gloomy. The filmmaker takes his precious time presenting each scene, enjoying himself no doubt, but interest in these seedy lives is extremely limited. *1/2 from ****