Since Jack's last wish was for his ashes to be spread at the seaside resort of Margate where he spent time with his wife, Ray, the gambler; Vic the funeral home director; Lenny, the former boxer; and Vince (RAY WINSTONE), Jack's adult son who choose to become a used car dealer rather than follow in the family business, all set out for a day's journey to accomplish that.

Ray's widow, Amy (HELEN MIRREN), decides not to join them but rather visit her and Jack's mentally challenged adult daughter, June (LAURA MORELLI), who they put in a home when she was just a child. Yet, all of them are flooded with memories of their past, such as when young Jack (JJ FIELD) and young Amy (KELLY REILLY) first met, and when he and young Ray (ANATOL YUSEF) met in the war.

As other memories including young Vic (CAMERON FITCH), young Lenny (NOLAN HEMMINGS) and young Vince (STEPHEN McCOLE) flood into their heads, the various friends try to deal with Jack's passing in their own unique ways as they set out to fulfill his last orders.

In the appropriately titled "Last Orders," a group of old friends and the deceased's adult son take a road trip and personal journey to deposit a man's ashes in the sea at a coastal resort he previously visited when his life was probably at its happiest.

Although the trip only takes part of a day and the film clocks in at less than two hours, the story - adapted by writer/director Fred Schepisi ("I.Q." "Roxanne") from the Booker-prize winning novel by Graham Swift - spans decades as each character collectively and privately reminisces about the past and the events that have led up to their current point in life and death.

That might not sound terribly exciting and it could have been filled with too much melancholy. Yet, the way in which Swift's story slowly reveals details and secrets from the past and Schepisi has the movie repeatedly jump about through time from one point to another creates a mesmerizing and quite enjoyable experience where we come out feeling like we've known the characters for a lifetime ourselves.

While that time jumping might sound like a directorial gimmick - and in essence, it really is - or that the story could be difficult to follow, none of it comes off that way. Though there's no grand mystery at stake or any sort of knock your socks off revelations or grand finale - as that's obviously not anyone's intent as it's the personal journey that's important here -- the film has been so masterfully crafted that you can't help but fall under its spell.

Interesting story structure aside, however, what makes the film so good and memorable are the characters within it and the marvelous performances from those embodying them. Although it seemed as if most every British actor was involved in shooting Robert Altman's "Gosford Park" of recent and thus might not have been available for this production due to pre or post conflicts, the gathering of performers here feels like anything but a second-string team. While the story focuses a bit more on certain characters than others, all of them are nicely fleshed out, whether through the writing, performances or both.

Since the story focuses on a dead man, we might as well start with that character. As the key figure who's already deceased when the story begins, Michael Caine ("Miss Congeniality," "The Cider House Rules") is terrific as usual. Playing a butcher and charismatic hard partier, Caine perfectly creates a man who still enjoys life despite its various setbacks that include his son not wanting to follow him in the family business. Equally as good is JJ Field (the TV movies "Jack and the Beanstalk: The Real Story," "Perfect Strangers") as a much younger, playboy version of the same character. While obviously flawed, the character they play is a compelling and always credible literary and cinematic creation.

As his girlfriend in the past and then wife/widow, Kelly Reilly ("Peaches," "Maybe Baby") and Helen Mirren ("Gosford Park," "Teaching Mrs. Tingle") respectively also deliver terrific takes on their character. Showing how time and life's "little surprises" shape a person, Mirren's character may mostly exist in her own subplot, but is nevertheless thematically connected with the other characters' lives, thoughts and connections to one another.

The superb Bob Hoskins ("Enemy at the Gates, ""Who Framed Roger Rabbit") plays the best friend to both her and her former husband. As the story reveals one exposed layer of their lives after the next, we learn more and more about his character and his relationship with the two of them, and empathize with him and his own familial problems. Anatol Yusef (making his feature film debut) nicely plays the same character at a younger age.

One of the film's better performances - although that's really just splitting hairs since they're all so good - comes from Ray Winstone ("Sexy Beast," "Nil By Mouth") as the adult son of the deceased who doesn't really get along with his dad as seen in the various flashbacks. Of course, we eventually learn why that is, and while Winstone can't be accused of over-emoting, his silent moments and seemingly blank stares/solemn faces reveal a great deal more than one would otherwise presume.

David Hemmings ("Mean Machine," "Spy Game") plays Lenny, the former boxer and current agitator of the group, and his flamboyant eyebrows are about as wild and tempestuous as his character. The last friend - and the only one who's seemingly rather well-adjusted is played by Tom Courtenay ("The Dresser," "Dr. Zhivago") as the funeral home director who's the one who initially brings Jack's ashes into play.

Subtle yet powerful, and sad but also often rather funny and ultimately uplifting, this could be one of the better films you'll see all year. It's certainly one where the old adage is true about the journey - personal rather than physical -- being the important thing rather than the stated goal or conclusion of the plot.

With terrific performances, a superb script that slowly and deliberately shows its hand, and a directorial approach that easily supercedes what could have been a mere storytelling gimmick, "Last Orders" is a splendid film about both life, death and lifelong friendships. For those looking for a well told and engaging picture that definitely and thankfully falls outside the offerings of today's mainstream moviemaking, this is your answer. The film rates as an 8 out of 10.