2000, 2 hrs 2 min., Rated R for language, drug content and brief nudity. Dir: Cameron Crowe. Cast: Patrick Fugit (William Miller), Billy Crudup (Russell Hammond), Frances McDormand (Elaine Miller), Kate Hudson (Penny Lane), Jason Lee (Jeff Bebe), Philip Seymour Hoffman (Lester Bangs), Anna Paquin, Fairuza Balk (Sapphire), Noah Taylor (Dick) Jimmy Fallon (Dennis Hope), Zooey Deschanel (Anita Miller).

Despite the rave reviews Almost Famous has received, I had little expectation for this film to blow me away. Born smack dab in the middle of the decade, I've never been a fan of 70s pop culture and what I perceive as the decadence revolving around the rock 'n roll of that era.

BUT, Cameron Crowe's little miracle manages to grab all audience genres and infect us with such great characters, situations and dialogue. Yes, I was blown away by Almost Famous, an absolutely flawless movie about a mid-level band struggling with success while trying to succeed.

It's the characters and they way the actors embrace their roles that truly makes Almost Famous an instant classic. Most notably I look at two, a female and male, Kate Hudson and Billy Crudup.

Kate Hudson is such a doll, with blue eyes as big as the planet, golden locks that her mother Goldie Hawn passed down to use in such an All-American manner, and her smile and babyface locked me in a gaze that rivaled the main character, William. You know exactly why he so enraptured by her, because you are, too. Her character, Penny, is most certainly the kind of girl for who you'd drop everything and move with to Morocco for a year, or a lifetime. She tells William on the road to never take it seriously, and you'll never get hurt. Great line, but human nature dictates that it will never be true.

Billy Crudup gets his just due here, after having been praised in little films for awhile (Jesus' Son, Waking the Dead), but more in film fan circles, not on the national level. As Russell, the guitarist who has the most talent yet remains loyal to the band, he shows off a range of potential, from dramatic to comedic and tragic.

This is not taking away from the performance of the main actor, Patrick Fugit (William Miller), who delivers in his own right in what is essentially his breakout role. As the 15-year-old given an assignment by Rolling Stone to write a cover piece about Stillwater, Fugit keeps William grounded while showing us the wide-eyed kid wowed by the glitz of rock 'n roll, while the harsh realities of the same things that make it glamorous, namely drugs and sex of, have some unintended consequences.

The supporting cast is made of some of the best talent available, and Frances McDormand may win a Best Supporting Actress award for her role as William's overbearing professor mother. Trying to prepare her son and daughter for the "real" world, she tries to ban kids from any vice, including butter and sugar, let alone pot-smokers as Simon and Garfunkel. She freaks more than a couple of people along William's trip, yet we completely understand her and know she is wise, even if we understand without appreciating her domineering parenting.

Philip Seymour Hoffman as William's mentor and music critic Lester Bangs, keeps it real for William, to not get close to the subjects (even Stillwater refers to him as The Enemy as a journalist), yet, also with human nature, they grow close and become friends, albeit on a shaky foundation.

Even in support such renowned actors as Anna Paquin, Fairuza Balk and Jason Lee relegate themselves to almost inconsequential parts, one surmises it is because they realize what a gem Crowe created, and just wanted to be involved somehow. This isn't ignoring more unknown supporting actors who shined in their own right, such as Zooey Deschanel. She was completely real and sympathetic as William's older sister, Anita.

As in Magnolia, there is a scene where the characters sing along with the soundtrack. It's done better in Almost Famous with Elton John's "Tiny Dancer," and contrary to one of my online friends, Elton is not singing the wonders of "Hold me close, Tony Danza," being such a fan of "Who's the Boss?" I still say that Wayne's World holds the title, though, with Queen's "Bohemian Rhapsody."

The film doesn't play fast and loose with the glamorous lifestyle of a rocker, but shows all sides, from the fun road trips to camaraderie and parties, but also the after effects of drug use and rampant sexual escapades. Not that losing your virginity to three groupies is necessarily a bad thing!

This is no VH-1 "Behind the Music," with any false heartstrings pulled from the viewer. Crowe keeps it "real," and thus there are few holes in this film. I can't think of any at the moment, since I don't believe any movie is absolutely perfect in that regard. Although Almost Famous comes darn close.