"The Grey Fox" is a subdued and lovely character study of a rugged individual adapting to a continent in transition -- a continent the heroine describes as "full of beauty and despair."

The movie, a staggeringly lush, mountain country high, has the look of a daguerreotype. It's kin to "McCabe & Mrs. Miller" and a distant cousin of "Butch Cassidy and the Sundance Kid." But it's also a new breed of western, one in which an aging outlaw turns technology to his advantage.

The film stars character actor Richard Farnsworth in his first leading role as Bill Miner, an aging armed robber known as the Gentleman Bandit whose life spanned the stagecoach days and the automobile age. His story, part fact and part folklore, is the basis for John Hunter's contemplative screenplay.

In 1901, after 33 years in San Quentin for robbing stagecoaches, Miner is set free in a new century where stages have made way for locomotives. The ingenious script pays tribute to present and past westerns at the same time it moves the story ahead, sending Miner to the nickelodeon one night where he sees the 1903 classic "The Great Train Robbery." And so an old fox finds a new pigeon.

Miner botches his first train robbery, but makes a scenic getaway to Canada, up from Puget Sound. There he changes his name to George Edwards, eventually winding up in Kamloops, British Columbia, after a successful train robbery where he and his partner Shorty (Wayne Robson) escape with $7,000 in cash and gold dust. He hides out long enough to win the love of a feminist photographer named Kate Flynn (an elegant performance by Jackie Burroughs).

Farnsworth received his first Oscar nomination for best supporting actor in "Comes a Horseman" in 1979 after 40 years in horse opera -- 30 of them as a stuntman. That must be why he seems so at home here, sitting a familiar saddle. His is a deep-down performance, layers deep, as deep as his wrinkles. He has created an inimitable character, what an old highwayman should be, oiling his gun with confidence and competence, a fearless, calm professional.

Director Phillip Borsos, who's previously done documentaries, displays huge talents in his first feature film. It's evenly paced, patient and artful, including the odd choice of traditional Irish music by the Chieftains. Unfortunately, the reintroduction of footage from "The Great Train Robbery" as the Grey Fox and his gang are pursued by Mounties spoils the climax of the film.

"The Grey Fox," a Robin Hood for the Rockies, is romantic stuff, with fine performances all round and elegant photography by Frank Tidy. It is more talk than action, not the wild but the mild west -- a western passage. THE GREY FOX -- At the MacArthur and the KB Cerberus.