The beautiful, multi-layered opening scene of Terence Davies's follow-up to DISTANT VOICES, STILL LIVES is a perfect illustration of how Davies uses his directorial craft to realize his autobiographical themes. Accompanied by snippets of dialogue from films like THE LADYKILLERS, along with 20th Century Fox's triumphant theme music, and Nat King Cole crooning Stardust, Davies's camera glides down a rain drenched Liverpool street, its houses now in ruin, with a peeling poster of THE ROBE hanging on a wall. Davies then fades to a sunny, sepia-toned 1955 where in one such house 11-year-old Bud begs to go to a picture show. Unlike in Davies's previous work, Bud's home is happy and safe, complete with joyful holiday tableaux, and numerous movie outings. His Catholic school, however, is a harsh world where teachers give lashings, and he is bullied and friendless. Bud is a wistful observer in life – both at the cinema, and at home, watching his much older siblings and neighborhood kids from the window. Davies again creates a lovely, dreamlike montage of memories, with gliding tracking shots and an artful layering of film dialogue (THE MAGNIFICENT AMBERSONS, GREAT EXPECTATIONS), pop songs and religious music.