Based on Graham Swift's Booker Prize-winning novel, which itself was inspired by William Faulkner's experimental As I Lay Dying, Last Orders piles flashbacks on top of flashbacks over a five-decade span, chopping chronology into a fine mash. For this reason, the book isn't a natural candidate for adaptation; films tend to favor steamroller narratives over loping timelines that inform the present by conversing freely with the past. But instead of streamlining the material, writer-director Fred Schepisi (Roxanne, Six Degrees Of Separation) has enough faith in his audience to translate it directly to the screen, with constant digressions that lend emotional gravity to the story even while they occasionally drag it to a halt. Recruiting a stellar cast of veteran British actors (including Michael Caine, Helen Mirren, Bob Hoskins, Ray Winstone, Tom Courtenay, and David Hemmings), Schepisi gauges the familiar rapport of characters who share long, complicated histories together. Over the course of a long one-day trip from South London to the overcast coastal town of Margate, four men travel in a borrowed Mercedes to scatter Caine's remains in the sea. During their leisurely drive, with frequent pit-stops at roadside pubs and other significant places, they reminisce about their old friend and dredge up long-buried secrets from the past, not all of them pleasant. Caine, a butcher like his father, leaves behind an embittered widow (Mirren), a mountain of debt owed to nefarious characters, and a retarded middle-aged daughter he'd tucked quietly away in an institution long ago. The costs of his life's decisions include an angry, resentful son (Winstone), who rejected the family business to become a car dealer, and a best friend (Hoskins) who once had a six-week fling with his wife. The other two men, an undertaker (Courtenay) and a former pugilist (Hemmings), are wartime buddies who remember Caine fondly and act as a stabilizing force for the group. With flashbacks triggered from multiple perspectives—some brief and suggestive, others on a longer and more intricate thread—it takes time to sort out the characters and get situated in their complex dynamic. But once the structure takes hold, Last Orders evolves into something like a wake with unusual candor, a moving and immensely bittersweet reflection on a flawed man, full of humor, regret, and deep reserves of affection. As much as the flashbacks complicate a simple story, they provide a constant reminder that the past weighs on the present insistently, whether people are aware of it or not. With so many great cast members burying their egos in modestly proportioned, self-effacing performances, they give the crucial impression that they've known each other forever.