a wonderful little movie that is really interested in its characters and in its theme . the scene of " second best " is laid in wales . james ( chris cleary miles ) is a 10-year-old boy who must live in a home because his father ( keith allen ) is in prison and his mother committed suicide . james is a mentally unbalanced child . he can't forget what happened in the past , and he dreams of living a happy life with his beloved father . in the home he feels sadly and lonely . one day , a social worker ( alan cumming ) tells him of a person who wants to adopt him . this person is graham holt ( william hurt ) . graham manages a post office and shop in a village . he is a single and hasn't any real friends . his mother is dead , and his father is ill and will die . graham feels that he has been a disappointment to his parents . there has never been real love between his parents and him . graham's monotonous life would get a new sense if he could adopt james . but graham has not only to convince the institutions , but must also win the love of james . james and graham have to open theirselves . they must get to know each other and learn to understand and trust the other person . james and graham aid each other to cope with their problems . but will their relationship really have a future ? " second best " is based on a novel by david cook who also wrote the screenplay . the film was directed by chris menges who had made his directing debut with the very good anti-apartheid drama " a world apart " ( 1987/88 ) . and maybe , " second best " is even a greater picture . this precise , richly detailed , sensitively and convincingly directed study about a special adoption treats its theme with great seriousness . the breathtakingly intense film shows the necessity of human contact and communication . william hurt delivers an outstanding performance as graham holt . and chris cleary miles is remarkably convincing in the role of the boy . the supporting cast is also fine ( especially jane horrocks as debbie , a social worker who is charged to examine graham's living circumstances ) . " second best " is an underestimated masterpiece . it's a pity that films like this one are made so seldom . i eagerly await menges' next directorial work , " the lost son " , which will star daniel auteuil .