Writer/director John Carney found unexpected magic in his film ‘Once‘ about two lost souls connecting fleetingly through music. In ‘Begin Again’, he attempts to repeat the trick with bigger actors, a more ambitious screenplay and a New York setting. The trouble is that he doesn’t have magical music this time and that almost kills everything else.

‘Begin Again’ opens at a cheap open mic night in New York, where Keira Knightley is forced on stage by an old college friend. She awkwardly sings a song to audience indifference and then finds Mark Ruffalo applauding amongst the barely present crowd. The plot then folds back to show Ruffalo’s day leading up to that moment. In a particularly Ruffaloian role, he plays a burned-out man who just lost his job at the record company he created, has difficult-at-best relationships with his ex-wife (Catherine Keener) and daughter (Hailee Steinfeld), and he’s a drunk.

After a bad day, Ruffalo drinks his way to being kicked out of several bars before ending up at the open mic club. In the film’s best sequence, he sees the instruments around Knightley come to life, revealing exactly how to produce her record and make her a star. He drunkenly tells Knightley his plan and his hard luck life story. She’s intrigued, but is passionately against selling out. We then learn through another flashback that she ended up in New York by following her songwriting partner boyfriend (Adam Levine), who came over to America after signing his own record contract before swiftly transforming into a rock star douche and cheating on Knightley. Eventually, the Knightley and Ruffalo decide to save each other by recording an album on the streets of New York.

Essentially, Carney has created a spiritual sequel to ‘Once’ about another pair of lost souls finding themselves and each other through music. His script is structurally clever in the way that it folds back on itself through flashbacks to reveal back story when it’s most emotionally relevant, rather than narratively conventional. It works quite well and helps a fairly obvious “Let’s put on a show!” musical feel a little more rugged and ragged.

Carney also laces the film with sly humor to undercut his earnestness, and fills the cast with delightful actors. Ruffalo plays the type of wayward lost soul with a heart of gold that he’s made a career out of since ‘You Can Count on Me’. It’s a part that he could play in his sleep, but he commits anyway and delivers a sad, funny and charming heart. His unwavering sense of naturalism adds a sense of realism to a movie that’s a fantasy at best and schmaltz at worst. Knightley is sweet, brash and amusing in her role. She plays heartbreak and unwavering artistic integrity effectively and manages not to embarrass herself when called upon to be a musician. Together, they make a warm and wonderful big screen couple.

In Carney’s wisest move as writer/director, he never forces a love story between the characters. All the beats are there for it to happen, but it would be a wrong decision for both characters beyond the realms of movie logic. Carney smartly never indulges in the tear-jerking romance. Instead, he merely leaves it at a few pregnant moments never acted upon, and the film is far better for it.

All of that may suggest that the movie is another ‘Once’. Sadly, ‘Begin Again’ is far from it. The big problem is the music. In any film where the audience is told about a work of art so powerful that it profoundly affects the life of every character to encounter it, the best approach is to never show that art. It’s nearly impossible to create something that could live up to the meaning the characters have put upon it.

For a variety of reasons, ‘Once’ ended up with music good enough to avoid this issue. Unfortunately, that’s not the case in ‘Begin Again’. The songs are all very pedestrian broken-heart acoustic pop ballads that never live up to the weight the movie puts on them. The music in this film is supposed to save two lives, pull together a family, enrage a record company, and turn into a massive online hit. Yet whenever the joyous music-making montages stop long enough to hear the songs in question, you can’t help but wonder what the fuss is about.

Combine that with endless streams of discussion about the power of music in our lives that feel like conversations even college kids would be embarrassed to have after a night of drinking, and you’ve got a movie that is at once movingly naturalistic in its central character dynamics and impossibly corny in its depiction of music, the music industry, and the way the world works.

‘Begin Again’ is never the movie its makers so desperately want it to be. But thanks to a cleverly structured script and a wonderful cast, it’s still a charming romantic time-waster. Come for the performances and do your best to ignore the philosophies spat at the screen. With the right type of selective viewing, you just might find the film enjoyable. Just try not to think too hard about what the characters or filmmaker are trying to say.