The trailer for "Reign Over Me" is enough to send me running, screaming, from the theater. A touching comedy-drama starring Adam Sandler as a man who was widowed on Sept. 11, 2001, from Michael Binder, the writer-director who gave us the most overrated movie of 2005, "The Upside of Anger"?

You couldn't pay me to see it. But -- funny thing -- the company that owns the newspaper you're reading did pay me to see it. And I'm here to report that against all odds, despite its flaws, by the skin of its teeth "Reign Over Me" works. This is indeed a touching comedy-drama, featuring Sandler at his most unmannered and vulnerable. What's more, Binder has dared to make a movie about grief that resists and even subverts the expected pieties about closure and moving on.

Much of the success of "Reign Over Me," not surprisingly, has to do with the presence of Don Cheadle in the co-leading role, which allows him once again to act as the glue in a production that doesn't necessarily give him the showiest material. Here he plays a prosperous Manhattan dentist named Alan Johnson, who one night spies his old college roommate Charlie Fineman (Sandler) scootering through a crowded street. They cross paths again, and when Alan says hello, Charlie doesn't recognize him. Five years after losing his wife and three daughters on 9/11, he's been stuck like a needle on one of his beloved vinyl records, in a groove of isolated, occasionally unhinged denial.

To Alan -- who's stuck in a sort of mid-marriage groove himself -- there's something clearly alarming about Charlie's mental state, but there's something appealing about it, too. As the two men reconnect, their friendship becomes as much about Alan indulging his inner 20-year-old as it is about him helping Charlie out of his emotional paralysis.

Reduced to its respective parts, "Reign Over Me" falls prey to some of the same tics and tropes of Binder's previous work (he also wrote and directed the HBO series "The Mind of the Married Man"). Commitment is a drag, guys like to bond over Chinese food and video games and every woman is impossibly beautiful, not to mention available (Liv Tyler plays a young psychiatrist friend of Alan's, Jada Pinkett Smith plays his wife and Saffron Burrows plays an amorous patient). There's a curious interchange, played for laughs, involving a homosexual slur and way too many music cues from the 1970s and 1980s.

Still, in every scene they're in, Cheadle and Sandler manage to find the honesty of male friendship amid the rituals and cliches; and even when "Reign Over Me" seems like it might succumb to man-crush mawkishness and too-pat plot devices, the movie goes somewhere entirely new and gratifying.

When Charlie is nearly committed by his in-laws (Robert Klein and Melinda Dillon), his case is decided by a Solomonic judge played by Donald Sutherland, who gets to the core of the movie's meaning and propels it to a conclusion that is satisfying precisely because it doesn't try to be too satisfying.

As for the elephant in the room -- the context of 9/11 itself -- it still feels like something artists need to earn, not use as some glib emotional shorthand. Again, Binder acquits himself well, avoiding hyperbole and gratuitous bathos.

It's even possible to see Charlie as symbolizing that part of the collective American psyche that, as the satirical newsweekly the Onion put it soon after the attacks, longed to care about stupid stuff again. Except they didn't use the word "stuff."

Like Charlie on his scooter, "Reign Over Me" swoops and weaves between twin poles of sentimentality and pop nostalgia. But somehow, it dodges those dangers and never gives in to cheesy uplift. (Viewers may be reminded of "Good Will Hunting," not only by the themes of mental illness and friendship, but by the hair's-breadth tonal control.)

Binder has set a difficult course -- to use the conventions of generic comedy and melodrama to say something original about the healing power of not necessarily healing -- and he nails it, with just inches to spare.

--Anne Hornady (March 23, 2007)

Contains profanity and some sexual references.