Carey and Keira team up in an unusual coming-of-age drama

After an eight-year break, director Mark Romanek - the man behind the super-creepy "One Hour Photo" - has returned with an adaptation of Kazuo Ishiguro's highly acclaimed book "Never Let Me Go."

The film is set at Hailsham, a seemingly idyllic British boarding school that loves to remind its students that they are "special" and strives to keep them happy and, above all, healthy. We are introduced to three children: the headstrong Ruth, the sensitive Tommy and our lead protagonist, the empathetic Kathy.

As they age and enter the outside world as Keira Knightley, Andrew Garfield and Carey Mulligan, respectively, we watch them struggle with the harsh truths of their lives and find out what exactly makes them so "special." The poignant love story that is woven into their lifetimes slowly - and I mean very slowly - transforms their resignation of their life's purpose into a tentative hope that an upward battle is winnable and that one's fate is never sealed.

I know how vague that all sounds, but trust me: It's difficult to write a better synopsis without giving something away. Trying to decipher the meanings of key words like "carer," "completion" and "guardian" is part of what's intriguing about the film. But what really keeps your attention isn't the story - which is merely a simplified and condensed shadow of the original novel - but the beauty of the cinematography and the performances.

From the start, Romanek finds just the right cinematic tone to resonate with the source material. This feeling of aching melancholy is established through the combination of absolutely stunning shots and a color palette full of dull blues, yellows and grays - a trademark of Romanek's. The soft, faded images lend the film a nostalgic feel and help draw us in. It feels almost as if we should remember just such a place and time. Yet the sterling performances are something that can never be forgotten.

Kate Dowd, the casting director, has done an impeccable job. There hasn't been a film in quite a while where I felt that the actors - even the child actors (who look freakishly like their adult counterparts) - were so well suited to their roles.

Garfield, the soon-to-be Spider-man, does more than act as Tommy: He embodies the character. He delivers perhaps the most haunting and moving scene in the entire film, not with words, but with an animal-like howl. But despite his prowess, it's Mulligan who shines the brightest.

Perfectly cast, Mulligan manages to capture Kathy's growing disillusionment through her voice, which becomes low and throaty - and notably unlike anything she uses in the first half of the film. Her consistent delivery of quiet and honest performances is what is going to keep her a powerhouse in Hollywood for years to come.

Despite the wonderful aspects of the film, the script's story should be considered too. What works in a book, which has the benefit of exposition, doesn't always translate well into a film. The concept that a large number of people are simply resigned to a terrible fate and clueless about the concept of rebellion is hard to accept. While the film does deal with human nature, it seems to have left out much of the volatility that is inherent and compelling in us.

"Never Let Me Go" is an undoubted Debbie Downer grounded in believable performances, beautiful direction and a generally interesting concept. Unfortunately, these virtues cannot completely negate the general oversimplification of the human condition. Romanek's "Never Let Me Go" does have a soul - but sadly not much of a pulse.

3.5 Paws

Pros: Amazing performances, beautifully faded cinematography.