In the mid 20th century in the fading west, a young cowboy's grandfather, whose ranch he had always worked on, passes away. After being informed that the property will be willed to his estranged mother who holds no intention of keeping the place, the young man sets out for Mexico with his friend in search of the cowboy way of life. While down their the two find trouble in the forms of a young boy on a similar journey riding a stolen horse and in a wealthy rancher's daughter who takes up a dangerous affair with the young man. All the Pretty Horses is Billy Bob Thornton's second outing behind the camera following Sling Blade, and is a well filmed, leisurely adaptation of the Cormac McCarthy novel. Matt Damon shines as the young and idealitistic cowboy, and Lucas Black as the young kid and Bruce Dern as a judge are fine in smaller roles. The film is somewhat disengaging but there is just enough plot to go along with the beautiful settings and the nice performance by Damon to make this a worthwhile experience.