***Haunting and surreal Southern Gothic is nigh post-apocalyptic*** Two boys living with their father (Dermot Mulroney) in rural Georgia near Savannah (where the film was shot) try to eke out a living off the land. Chris (Jamie Bell) is about 16 and Tim around 10; both manifest their grief over their dead mother and the challenges of their destitute isolation in different ways: Chris gets in trouble with the law while Tim strangely seems preoccupied with consuming non-edible items. Their father's brother (Josh Lucas) comes to visit and seems affable enough, but there's a wild, sinister glint in his eyes. No wonder, he's inwardly frothing with hostility and greed. David Gordon Green's "Undertow" (2004) is a bit reminiscent of Terrence Malick's "Days of Heaven" (1978) in that both are realistic dramas focusing on youths in rural areas and both offer a dreamy viewing experience. Each tries hard to enchant with their movie magic. Unlike "Days," however, "Undertow" is rooted in Southern Gothic. Of the two, I favor "Undertow." After viewing the director’s awesome "Snow Angels" (2007), easily one of the greatest dramas ever filmed, I decided to give this one, his previous film, another chance. I'm glad I did because "Undertow" is the type of movie that improves on repeat viewings. But these types of arty flicks aren't for everyone. Those bred on modern blockbusters will likely find "Undertow" dull, meandering and pointless. I myself wasn't all that impressed the first time I watched it. I didn't hate it; I just didn't "get" it. I'm glad I gave it a second (and third) chance, however, because "Undertow" succeeded in pulling me in under its spell. You just have to be in the right mode for a film of this ilk. The "dreamy" quality noted above is facilitated by Philip Glass' mesmerizing score that plays during the opening and closing credits. It's simple and repetitive, but spellbinding. I've gone to the credits a few times just to enjoy this brilliant piece. Being a Southern Gothic drama/thriller, "Undertow" has a cool Southern ambiance with focus on the rural underbelly. Other films that are successful in this regard come to mind: "The General's Daughter," "Ode to Billy Joe," "I Walk the Line" (with Gregory Peck, 1970), "Mississippi Burning," "Squirm," "The Man in the Moon" and "The Skeleton Key." If you have a taste for these types of films, including the aforementioned "Days of Heaven," you'll likely appreciate "Undertow." The difference with “Undertow” is that it concentrates so exclusively on pastoral paucity that it cops a poetic post-apocalyptic ambiance. The film runs 1 hour, 48 minutes. Kristen Stewart has a small role in the first act. GRADE: B/B-