Missing in action since it was shot three years ago, this post-Sling Blade and pre-All the Pretty Horses' feature from writer-director-actor Billy Bob Thornton emerges as a quirky comedy ensembler about love, family and how people sure talk funny in the American South.

Possessed of a heart of gold beneath the nonstop surface squabbling, written and played to a kind of regional, rhythmic perfection, Daddy and Them nevertheless suffers from its sit on the shelf: Without the mid-to-late 1990s momentum of Sling Blade and presence of Arkansas in the current American political arena, there ain't but fair-to-middlin' biz in store for a movie that requires more than average concentration and feels like it was made a long, long time ago.

In the middle of one of their apparently routine fights, the married Claude and Ruby (Thornton and then-real-life girlfriend Laura Dern) learn that his Uncle Hazel (Jim Varney) is in prison facing some serious charges. So it's off to visit Daddy and them -- a variation on the Southern phrase ``Momma and them,'' meaning an entire extended family.

Chief among them are distracted patriarch OT (Andy Griffith); his nattering wife Jewel (Diane Ladd, once again playing her real daughter's mother after ``Rambling Rose''); Ruby's flirtatious sister Rose (Kelly Preston); Hazel's British wife Julia (Brenda Blethyn); and Claude's brothers Alvin (John Prine) and JC (Jeff Bailey). Clan's principal sport seems to be arguing with one another, which they do non-stop and with great inarticulate gusto.

In one of their few forays away from home and hearth, Daddy and them show support to Hazel during his trial and visit the office of married lawyers Lawrence and Elaine Bowen (Jamie Lee Curtis and Ben Affleck), who, if anything, are more vicious to each other than is Claude's family. Later, JC and Claude are involved in an offscreen car accident, and when Ruby gets jealous over the ministrations of an attractive ambulance driver, Claude complains ``I can't even have a head-on collision in peace.''

Beneath its deadpan and often absurdist exterior, Daddy and Them feels like a very personal piece of work about how family really does come first, warts and all. Characters are constantly telling one another their dreams, and Claude's fervent love for Ruby is all the more touching for her jags of comically insane jealousy.

Although Julia marvels at just how chaotic the family is, the very fact that they endure one another from spat to spat is, over time, the one true measure of their feelings. That they seldom actually listen to what's being said is Thornton's cue for some whacked-out dialogue that sparkles in its conception and delivery.

Yet for all its regional brio and enthusiastic performances, the picture feels dissipated and unfocused. Entire characters are never satisfactorily explained, Curtis and Affleck appear only briefly and are never shown in anything closer than a medium shot, and Hazel's fate is never properly resolved.

Tech credits are fine, with a special tip of the cap to hillbilly rocker Marty Stuart's score and the impressive assemblage of non-stop country and roots-rock music on the soundtrack. Only a few offhand quips date the pic: when asked for the president's name by a paramedic, a crash victim says ``Hah. Bill,'' and Claude chides OT that he needs to buy a television set if Mark McGwire hits more than 70 home runs.

End credits feature what looks to be the entire crew exiting OT's house one by one (``seeya,'' says the clapper board) and pic is dedicated to Varney and pedal-steel guitar player Gary Hogue, both of whom died after production wrapped.

JC .............................. Jeff Bailey
Julia ......................... Brenda Blethyn
Ruby ......................... Laura Dern
Max .......................... Daniel Steven DiVito
Tommy Christian ...... Walton Goggins
OT ............................ Andy Griffith
Billy ......................... Tuesday Knight
Jewel ...................... Diane Ladd
Rose ........................ Kelly Preston
Alvin ....................... John Prine
Elbe ........................ Sandra Seacat
Claude .................... Billy Bob Thornton
Hazel ...................... Jim Varney
Elaine Bowen ......... Jamie Lee Curtis
Lawrence Bowen .... Ben Affleck

A Miramax (in U.S.)/Alliance Atlantis Vivafilm (in Canada) release of a Miramax presentation of a Shooting Gallery/Industry Entertainment production. Produced by J. Geyer Kosinski, Larry Meistrich, Robert Salerno. Executive producers, Bob Weinstein, Harvey Weinstein, Jonathan Gordon. Co-producer, Bruce Heller.

Directed, written by Billy Bob Thornton. Camera (color), Barry Markowitz; editor, Sally Menke; music, Marty Stuart; production designer, Clark Hunter; art director, Max Biscoe; costume designer, Doug Hall; sound (Dolby Digital/SDDS), Paul Ledford; sound designer and supervisor, Stephen Hunter Flick; special sound designer, Charles Maynes; assistant director, James Alan Hensz; casting, Emily Schweber.