A Russian woman living in Memphis with a much older rock-'n'-roll legend experiences a personal awakening when her husband's estranged son comes to visit.


Ira Sachs
1 win & 2 nominations. See more awards »





Cast overview, first billed only:
Dina Korzun ... Laura
Rip Torn ... Alan James
Darren E. Burrows ... Michael James (as Darren Burrows)
Andrew Lawrence Henderson Andrew Lawrence Henderson ... Sam James (as Andrew Henderson)
Elizabeth Morton ... Cindy, Babysitter (as Liz Morton)
Joanne Pankow ... Aunt Betty
Arielle Kight Arielle Kight ... Teenage Singer
J. Blackfoot J. Blackfoot ... Self
Red West ... Duigan
Jenny O'Hara ... Celia
Jerry Chipman Jerry Chipman ... Shel
Mary Jean Bentley ... Gena (as Mary Jean McAdams)
Charly Kayle Charly Kayle ... Karin
J. Allen Scott J. Allen Scott ... Press Photographer
Earl Randle Earl Randle ... Old Timer


Wealthy music producer Alan James lives with his beautiful Russian girlfriend Laura, thirty years younger than him, whom he met while he was in Russia on business. They have a three-year-old son. Alan is a music legend, having produced black music during the 60's and 70's, the golden era of Memphis Soul. They live an affluent life in a sprawling mansion on the banks of the Mississippi in Memphis, Tennessee. But, although she is comfortable, Laura feels lonely and isolated. Alan has an estranged adult son from a previous marriage, Michael, a literature professor, who is married and lives with his wife in Los Angeles. Michael and his father have a complicated relationship that is marred by disappointment, hampered by jealousy, and fueled by anger. When Michael returns home to Memphis for the first time in many years, although he had at first disapproved of his father's young girlfriend, a painful and dangerous love affair develops between him and Laura, his contemporary. As this ... Written by Anonymous

Plot Summary | Add Synopsis


Drama | Music | Romance

Motion Picture Rating (MPAA)

Rated R for sexuality and language | See all certifications »

Parents Guide:

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Did You Know?


References Charulata (1964) See more »


Dark End of the Street
Written by Dan Penn & Chips Moman
Performed by J. Blackfoot
See more »

User Reviews

The drama of boredom as a virus
2 September 2006 | by cliffhanley_See all my reviews

Dina Korzun played an immigrant, abandoned with her son in the sordid wastelands of Merrie England, in Last Resort, and her character is in a way an extension of this part. In 40 Shades she is the trophy wife of a 'legendary' Memphis record producer, and her fragile, doll-like beauty is an extreme foil for Rip Torn's gross and menacing but superficial superstar. It is an unsettling experience to see a film like this coming from America: after half-an-hour, the plot doesn't seem to have settled on a direction. About twenty minutes have passed before we can begin to guess who everyone is, and what they are doing. None of that in-your-face stuff. The enclosed world of these people is shot mostly indoors and feels suitably claustrophobic; it's perhaps a mistake by the director to extend this feeling of claustrophobia to the auditorium where you may be watching this, though, and similarly, the exploration of ennui amongst the rich and powerful backslappers should not cross over into the darkness of the front row, like some kind of virus. Antonioni used to specialise in this kind of milieu and he (damnably) admitted that he found boredom fascinating. There is a dulled spark in there, though: Michael (Burrows), the son of the Great Man, and the lonely doll fall desperately in love, and there is an excellent scene where Big Al lovelessly declares his love for his Laura through a hootenanny P.A. while the young pretender, the hungry wolf, or Lonesome Polecat, prowls around the edge of the dance crowd. But about 40 minutes into this your reviewer began feeling the passing of time, and by the end, even this theatre's lovely new seats were arse-numbing. A noir-ish film like this should provide lots of enjoyment for the eye alone, but the camera-work was outstandingly ordinary. There is a good enough film in there, but it needs to be cut out of the block. CLIFF HANLEY

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Official Sites:

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Release Date:

7 December 2005 (France) See more »

Also Known As:

40 Tons de Azul See more »

Filming Locations:

Tennessee, USA See more »


Box Office


$1,500,000 (estimated)

Opening Weekend USA:

$11,940, 2 October 2005

Gross USA:


Cumulative Worldwide Gross:

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Company Credits

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Technical Specs

Sound Mix:

Dolby Digital



Aspect Ratio:

1.85 : 1
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