The opening moments of Empire Falls — three hours playing across Saturday and Sunday on HBO — could make you believe you’ve stumbled upon a new Ken Burns documentary. Wilford Brimley–ish voice-over and old-timey stills of Maine’s mill-city heyday, plus present-day shots of shuttered, vacant buildings, give the impression that what awaits you is a history lesson in the death of the small town. And when a black screen with a “Chapter 1” heading pops up to remind us that this is an adaptation of Richard Russo’s Pulitzer Prize–winning fiction of a few years ago (which the credits tell us was written for television by Russo himself), a small fear sinks in that this is going to be one of those achingly faithful transfer jobs, where offscreen narration is used to cram in all the non-dialogue bits the author hated to lose, and no novelistic piece of action is left behind, no matter the effect on pacing in a vastly different storytelling medium. Then Ed Harris and Paul Newman appear, and Empire Falls almost magically latches on to its needed quality of lived-in, broken charm. It’s the kind of immediate authority of feeling that only great actors like Harris and Newman can bring, and as they exchange a few hilarious unpleasantries — as Russo’s even-keeled protagonist, Miles Roby, and his scheming vagabond of a father, Max, respectively — they do an efficient job of conveying a few of the emotional stakes in this unhurried, warmly imagined miniseries. Miles runs the neighborhood grill in Empire Falls, the only healthy business in a town on life support since its textile and paper industries collapsed in the wake of big-business buyouts. There’s money in town, but it belongs to wealthy landowner Mrs. Whiting (Joanne Woodward), widow of the area’s last commercial patriarch. If Miles symbolizes Empire Falls’ working-class heart, she’s its last symbol of economic power. And because she owns the grill, she owns Miles. With a status quo that’s barely tolerable, the locals dwell on either the future or the past. Most everybody in Miles’ orbit (and in Russo’s literary output) opts to ride a wave of optimism — no matter how wide-reaching or personally deluded — that seems to parallel the relentless currents of Empire Falls’ flood-prone river. His daughter Tick (Danielle Panabaker) wants him to buy a bookstore on Martha’s Vineyard and run it. His fry-cook brother, David (Aidan Quinn), has designs on expanding the cuisine of the grill’s menu, and therefore its customer base. His ex-wife, Janine (Helen Hunt), has become a weight-losing gym rat and found sexual empowerment in the arms of a brash, perpetually sunny, gray-haired gym owner named Walt (Dennis Farina). Walt, meanwhile, brags about his well-preserved form by calling himself the Silver Fox, and spreads unfounded encouragement in the form of rumors that white limos — in other words, interested businesses — have been spotted at the mills. Jimmy Minty (William Fichtner) is a ne’er-do-well–turned–policeman who struts with unearned confidence but nurses a sore spot where his childhood buddy Miles’ easygoing popularity is concerned. Max is a crabby, hobo-bearded hustler whose petty thievery embarrasses his son but, in Max’s opinion, is at least a step toward an imagined happiness: sunny retirement in Florida. And Mrs. Whiting’s daughter Cindy (Kate Burton), though permanently injured in a childhood hit-and-run, still carries a torch for Miles that she knows will probably never be fulfilled. Miles has an ambition, too — to get out from under Mrs. Whiting’s iron grip and own the grill, or own something — but he’s much more likely to fight against forward-thinking and drift into the past. His nostalgia isn’t for an employed Empire Falls, though. As shown in lemon-and-azure-colored flashbacks set on a voluptuously duned Martha’s Vineyard, it’s for an idyllic childhood vacation he took with his now-deceased but then-beautiful mother (Robin Wright Penn), and the affair she had then with a kind, wealthy white-suited stranger (Philip Seymour Hoffman) that changed the fate of more than just the Roby family. The secrets and mysteries of that time have left Miles in a state of noble inaction: cripplingly tolerant and afraid to take control of his own life. For a tale steeped in the accumulated brutalities of misfortune, Empire Falls is blessed with an abundantly gifted roster of actors. Harris’ recessive ruggedness is well-suited to a man all too comfortable with disappointment, and he is nagged ably by Newman, Hunt, Quinn, Woodward and, especially, Fichtner. And in the film’s frequent trips into Miles’ memory, Penn and Hoffman are a weirdly exquisite pairing. It’s almost too all-star a lineup for such a sad-sack narrative, but what’s surprising is how everyone’s energies are directed toward a collective portrait of class woe, eccentricity and fallibility rather than a choppy series of actory tableaux. There’s also the connective tissue of Miles. Hunt may never have a scene with Fichtner, but their separate moments airing grievances against Miles feel connected, in much the way her and Newman’s individual scenes of back-against-the-wall tenderness toward Miles feel linked despite Janine and Max’s never sharing a frame either. And yet this big-cast film never has the feel of a typical “ensemble” movie, either, because ultimately Miles is the guy we worry about and root for. It’s the subtle key to the miniseries’ ability to capture Russo’s panoramic vision of a fragmented yet psychologically cohesive community, of people resigned to their legacies but not afraid to vent their frustration or give up a little pride in where they come from. This large-yet-small feeling is also a hallmark of director Fred Schepisi, whose best work for the big screen — The Chant of Jimmie Blacksmith, A Cry in the Dark and Six Degrees of Separation, for example — richly explores the inextricable ties between fraught humans and their implacable environments. Able to go from wide vistas to intimate shots with fluidity and grace — thanks to his brilliant longtime cinematographer Ian Baker — Schepisi never oversells the town’s despair, but also never underrepresents its denizens’ frustrations. It may not make for as rollicking an experience as reading the novel is — where Russo could engender easy belly laughs, the adaptation settles for offbeat chuckles — but it is an assured, relaxed portrait of not-so-sure, not-so-relaxed lives. If that sounds like a contradiction, that’s because Schepisi and Russo don’t look at upheaval as anything but a necessary evil. So no, this Empire Falls isn’t a documentary, but it feels enough like life.EMPIRE FALLS | Sat.-Sun., May 28-29, 9 p.m., HBO

LA Weekly