You might expect a film written and directed by the guy that co-wrote Analyze This to be a hoot.  Or at least somewhat comedic in nature.  But Ken Lonergan’s directorial debut is a tender drama about the relationship between a nomadic brother and his unadventurous sister in upstate New York.  Save the heavy-handed music and the embarrassing two-hankie ending, You Can Count On Me is one heck of a great film.

Laura Linney (The Truman Show) plays Sammy Prescott, a single mother and the lending officer at a small bank in Scottsville, New York.  She’s more than a little overprotective of her eight-year-old son Rudy (Rory Culkin … yes, those Culkins), leaving her job each afternoon to transport her child from the school bus to his babysitter.  The absences from work don’t play well with Sammy’s unpleasant new bank manager, played by Matthew Broderick (Inspector Gadget).  And she’s got a great boyfriend (Jon Tenney, from the recently Get Real) that seems ready to commit to a long-term relationship.

Sammy also has a younger brother named Terry (Mark Ruffalo, Ride With the Devil), who, apparently, has spent his entire adult life as a drifter. He always makes sure to send his worried sister a letter from each stop he makes (she excitedly reads them and carefully files them away in a drawer).  Terry’s latest correspondence announces he’s coming home to Scottsville for a visit, causing the overjoyed Sammy to nearly spin out of control with happiness.

But when Terry arrives at Sammy’s house, old sibling rivalries are reheated.  Sammy can’t understand Terry’s lack of desire for stability in his life, and he thinks she’s too uptight, rigid and set in her life full of routine.  Even though they don’t get along, the two share an incredible bond as a result of losing both parents in a car crash when they were young.

After a few days in Scottsville, Terry develops a close connection with Rudy, who has been pining away for a father figure for years.  In the meantime, Sammy’s life begins to become unhinged, dumping her boyfriend to have a tawdry affair with her married manager (in how many more films do we have to see Broderick having sleazy affairs in seedy hotel rooms, a la Election?) to the strains of Loretta Lynn’s “The Other Woman.”  Count is one of those films where the two main characters slowly begin to take on each others' traits.  Kind of like Simpatico, but nowhere near as awful.

The chemistry between Linney and Ruffalo is amazing.  In fact, it’s almost too good.  I was half-expecting a storyline involving incest to pop up toward the end of the film (independent cinema has taught me to expect the unexpected).  Lonergan's script is fantastic, and his direction may be even better.  He elects to leave out scenes that you would typically find pivotal in other films.  In particular, Lonergan doesn’t show the young Sammy and Terry being told of their parents' demise. There is also a great scene where Terry takes Rudy to a pool hall to make some money off the local yokels, and Lonergan fixes his camera on the uncle and nephew for a long shot while their competitor runs the table.

Executive-produced by Martin Scorsese, Count made me wish I had an older sister.  And I’d have to strongly recommend a film that made me feel that way.

1:49 - for adult language, some drug use and sexual content