Nebraska tells the story of an old man, Woody Grant (Bruce Dern), wanting to get from Billings, Montana to Lincoln, Nebraska to claim the so-called million-dollar prize he thinks he has won in the mail in one of those magazine subscription come-ons. But really, it’s barely about that.

It’s a road movie about a father (Dern) and a son (Will Forte) who do something akin to bonding on their way to Lincoln. It’s a visual study of the stark landscape of middle America. It’s an examination of greed, of family dynamics of every stripe, of leanness and meanness of soul. It’s also a film about marriage, old age, regret, and the pain of inaction.

That description sounds exhausting, but the film is subtle and soft-pedaled in its consideration of all these issues. Yet there is also something sad, and something a bit sour about the film. It’s quite stunning in its black-and-white cinematography, but it has neither the lovely nostalgia or The Last Picture Show or The Artist, nor the beauty of a modern city as seen in Manhattan. The images of Nebraska, while formally exquisite, are not beautiful; they are stark, but not in a way that draws you into their beauty.

The images, like the characters, seem to be viewed at something of an uncomfortable and slightly uncomprehending distance. Director Alexander Payne (The Descendants, Sideways), a Nebraska native himself, apparently finds nothing attractive or genuinely respectable about what we see or whom we get to know. It’s a world that purports to be real, even if the lower class, workaday world and its inhabitants is in its final stages in America. But except for Bruce Dern’s performance, everyone and everything seems a few degrees removed from reality. The film clearly doesn’t love the characters, but neither does it judge them completely. No one, and no place, emerges unscathed, but the scathing is slight and is more of a veneer through which we view everything rather than any harsh indictment. It can be read—and has been—as a snobbish look of a bicoastal artist at the lives of these sometimes silly, sometimes stubborn, often small people. It’s not that condescending, but neither is it embracing of anything.

This is presented to the masses as Bruce Dern’s movie, and his last best chance at a Best Actor Oscar. But he really shares the lead with his movie son, played by SNL’s Will Forte, who holds his own in a part that has him playing emotionally dead while being challenged to actually move forward and provide patience and direction for his doddering old dad. Dern is by far the best thing in the film, and takes what could be a tired cliché of the doddering old fool, and turns him into a real person, sometimes flashing hints of touching depth and real humor. Dern is apparently desperate to win his first Oscar for this, but two things work against him. This is the kind of classic old age performance that traditionally wins Oscars for respected actors like Dern. But his character isn’t likable enough to garner the necessary sympathy, and Dern himself isn’t loved enough to overcome that either. It’s looking to be Matthew McConaughey’s year in any event, and McConaughey is far more liked in Hollywood.

June Squibb, Oscar-nominated (for the first and likely last time) plays Woody’s wife. Squibb is the kind of actress whose mien and delivery are just a few degrees off center. Her character is almost the embarrassing “old woman with the potty mouth talking about sex too much” that Betty White has patented so uncomfortably in recent years. But she’s a good actress, and she transcends the limitations of the character. Still, she is a strong dash of vinegar with an otherworldly edge in a film that doesn’t need either.

Perhaps the one big overstep is the pair of cousins David (Forte) encounters on his way to Lincoln. They are simply boobs and fools (with an aura of sexual deviance provided by a description of their behavior), and could belong in the Coen brothers’ Fargo. There would have been good-natured humor around such characters in that film. Here they pull the film in the director of the kind of judgment of Middle Americans that the filmmakers insist is not their goal. They aren’t realistic, or even borderline in a way that might have been creative, but are simply buffoons.

Except for these cousins, though, there is a consistency of tone, look and acting ability that makes Nebraska a respectable work of art. It will likely be remembered as Dern’s finest hour, and fine showcase for a few others. Beyond that, though, it rings slightly false and leaves a bit of an unpleasant aftertaste.