Based on the non-fiction bestseller by Laura Hillenbrand, "Seabiscuit" tells the story of three very different men who unexpectedly come together through their shared interest in an equine underdog during the Depression Era of the 1930's. Charles Howard (Jeff Bridges) is a successful businessman in car production whose life is shattered when a tragedy claims the life of his young son and tears him apart from his wife. Tom Smith (Chris Cooper) is an unorthodox trainer interested in helping and caring for lame horses rather than killing them. And Red Pollard (Tobey Maguire) was given away by his parents as a teenager, who insisted he make something of his talent as a horse jockey. When Seabiscuit, a lazy thoroughbred, enters their lives, Tom is adamant that he will be able to make a champion racer of him, Charles risks his money at becoming the horse's owner, and Red is sought out to be Seabiscuit's jockey. Wha t the three of them gradually discover is that the stakes they have claimed in Seabiscuit are slim in comparison to what the animal comes to teach them.

Directed by Gary Ross (1998's lovely "Pleasantville"), "Seabiscuit" is the kind of feel-good entertainment whose main goal is to manipulate its audience into cheering for Seabiscuit, Charles Howard, Tom Smith, and Red Pollard to overcome their personal obstacles. The film somewhat unevenly begins with a 45-minute introduction of the three human leads before their fates lead them to the same place, and then does little of satisfactory note with them once the plot reveals itself. The sudden move away from character development in the last two-thirds of the running time is hurtful to the overall goal of the picture, and director Ross often seems to be at a loss for what to do with his cast. Charles, Tom, and Red become related through Seabiscuit, but their relationships with each other are underdeveloped and not always crystal clear. One scene suggests that Charles and Red will fall into a father-son kind of relationship since they both lack their real-life parent-child, but the potentially effective notion is thrown away immediately after.

What is top-notch are the performances of Jeff Bridges (2001's "K-PAX") and Tobey Maguire (2002's "Spider-Man"). Bridges powerfully conveys the unimaginable sudden loss of a child, and continues to carry this secret hurt even when the troubled script (also by Gary Ross) lets him down. After his bulked-up work in "Spider-Man," Maguire has gone through another radical physical transformation, losing twenty pounds and appearing purposefully gaunt. This may be a true sign of dedication, but it would mean nothing if Maguire didn't turn in a remarkably mature performance, the best in the movie (he does). Additionally, the lush cinematography by John Schwartzman (2002's "The Rookie"), both of the gorgeous open landscapes and tensely filmed horse races, is some of the m ost picturesque of the year, while the production design of a 1930's world, by Jeannine Claudia Oppewall (2002's "The Sum of All Fears"), is spot-on.

Filling in the third major human part, the always-fine Chris Cooper (2002's "Adaptation") is relegated to being a more or less supporting character. His Tom Smith is not as troubled or developed as Red and Charles, and the lack of dynamism in his character is readily apparent. Michael Angarano (2000's "Almost Famous") amicably portrays Red as a teen, his complex work a surprising feat for such fleeting screen time. As Marcela Howard, the fetching young lady who gets Charles to feel again for another person, Elizabeth Banks (2002's "Catch Me If You Can") is sorely wasted, save for a touching climactic scene. Mostly, she stands in the background (or foreground), says little, and looks pretty and understanding. And William H. Macy (2001's "Focus") has a field day as jokey track commentator Tick Tock McGaughlin, even if his part' s only purpose is to provide unnecessary comic relief.

"Seabiscuit" will be loved by a fraction of the population who are softies when it comes to sentimental, upbeat movies made with a mainstream audience squarely in mind. While I am not so lenient, and the use of its characters and overlong running time are less than solid, there is more than enough entertainment value and interest to carry everyone through the long haul. Ultimately, the highlight of "Seabiscuit" is its memorable performances, superior to the merely passable screenplay they must support.