Allen employs the effective (in his hands) storytelling device of "interviews" with those who knew Ray in one capacity or another, to fill in the gaps as he attempts to draw a picture of this talented genius, about whom very little is really known. Only a handful of recordings-- made during the final years-- remain of who and what Ray is, or was. The portrait that comes into focus is that of a man, who though gifted as a musician, had a bit more trouble when it came to living his day to day life. Self-centered, irresponsible and taken to drink, he was something of a lowdown character. Then, one day in Atlantic City, Ray meets a sweet, young girl, Hattie (Morton), and they begin a relationship of sorts. The problem is, Ray is a self professed free spirit, an artist, who goes where he wants and does what he wants. Not exactly conducive to a sold relationship. But inbetween, there's the music; and, as Ray himself will tell anyone who will listen, he's the best guitar player in the world, with the possible exception of this "gypsy in France, "-- Django Reinhardt. And so, for your consideration, this is Emmet Ray-- the story of the man, and the woman who loved him.

Told in his inimitable, signature style, Allen presents his fiction in humanistic terms that bring Emmet Ray and his times to life in transporting fashion. He successfully captures the essence and ambience of the era, just as he did with "Radio Days," in 1987. This time period-- circa 1930-- is something of Allen's forte, in fact. Few contemporary directors in even fewer films have managed to depict it so vividly and believably as Allen has here. Through Ray, he takes you into the life itself, behind the scenes, as it were, and gives you a real sense of what these times were all about. And, in conjunction with the interviews that lead to the flash-backs, it makes Ray seem as real as any figure in history you'd come to know through the respective media of film or print. The story is engaging and devoid of pretense, and Allen tempers his own ego and presents it in a way that makes this one, arguably, one of his best films.

Penn, who should have won an Oscar for his work in "Dead Man Walking," received a Best Actor nomination for his portrayal of Emmet Ray, and deservedly so, though he was edged out by Kevin Spacey, who received the award for "American Beauty" that year (Russell Crowe was also in the running for "The Insider"-- quite a year!). There were no losers that year, however (as they say), as-- the award business aside-- Penn's performance is one of the most affecting of his career. The Ray he presents is a total, well-rounded and three-dimensional character. Watching him is like seeing the history of someone unfold before your eyes; not an actor, but a very real person, complete with every detail and flaw of his day to day existence. It's terrific work that, with Allen's guidance, immerses you totally in the story and in Ray's life.

As Hattie, Samantha Morton is like the second coming of Giulietta Masina; like Fellini's wife and star, she is wonderfully expressive and able to convey so much with a movement of her eyes or just a glance, so reminiscent of Masina's Gelsomina in "La Strada." And though outwardly Hattie is fairly reserved, Morton leaves no doubt that within her there is need and desire, but with little expectation. This is a young woman who is vulnerable and has known pain; someone with whom you readily empathize. When she hooks up with Ray, it quickly becomes a matter of concern, because you care for Hattie, and from the outset you realize that this relationship is going to be fragile, at best. It's an inspired performance that landed Morton a nomination for Best Supporting Actress-- and she certainly deserved it (ultimately, it went to Angelina Jolie for "Girl, Interrupted").

Uma Thurman turns in a memorable performance, as well, as Blanche, a writer who crosses paths with Ray and has a significant impact on his life. Thurman makes Blanche credible, and she looks amazing, too. The "'30s" look suits her extremely well, and cinematographer Zhao Fei (who did a magnificent job with this entire film) captures her best angles and achieves what just may be the best presentation of Thurman in any film yet. It's a supporting, but pivotal role, and Thurman does it quite well.

The supporting cast includes Anthony LaPaglia (Al Torrio), Dan Moran (Boss), Brian Markinson (Bill Shields), Tony Darrow (Ben), Gretchen Mol (Ellie), John Waters (Mr. Haynes), Brad Garrett (Joe Bedloe), Carolyn Saxon (Phyliss) and Molly Price (Ann). When Woody Allen is "on," his films are insightful and entertaining, and while subtle, are vibrantly alive. All of which is the case with "Sweet and Lowdown," in which he demonstrates-- his own personal neuroses notwithstanding-- his grasp and understanding of human nature-- what it is that underneath it all really makes people tick. He's no Ingmar Bergman, but at his best, he's at least a reasonable facsimile. And this IS on of his best. It's the magic of the movies.