Paramount Vantage photos Will Poulter stars as Lee Carter, a brash boy whose unlikely friendship with a timid schoolmate is the central story in "Son of Rambow," a film written and directed by Garth Jennings that draws on his preadolescent experiences.

A believable bond forms between Lee (Will Poulter, left,) and Will (Bill Milner) as they work on their film.

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Like "Be Kind Rewind" from earlier this year, the small comedy "Son of Rambow" has a love of movies and is bursting with unbridled imagination.

But unlike Michel Gondry's film, which got too gooey toward the end, "Son of Rambow" maintains just the right tone throughout with its guileless, makeshift charm.

Writer-director Garth Jennings ("The Hitchhiker's Guide to the Galaxy") based the story on his own preadolescent adventures, and his affection for this time in his own life, and a period in pop culture that influenced him, is evident without seeming self-indulgent.

He follows two 11-year-old boys who become unlikely friends in early 1980s England: the quiet, sheltered Will Proudfoot (Bill Milner) and the brash bully Lee Carter (Will Poulter).

Lee is sent out to the school hallway one day for misbehaving. Will, who's been raised in the conservative Brethren religion, is sent out at the same time because the teacher was showing a documentary on television — something his religion will not allow him to watch. But Lee is able to coerce Will into performing stunts for his movie, a take off on "First Blood" titled, appropriately, "Son of Rambow." Will is overwhelmed by the idea of seeing a movie, much less making one, and gladly finds ways to sneak out of prayer meetings to frolic with Lee in the woods.

Becoming a tiny John Rambo forces him out of his shell and emboldens him, and his transformation is a joy to watch. ("I'm trained to ignore pain and live off the land!" the puny kid proudly insists, quoting a line from the film.) Will had already shown the seeds of creativity through the elaborate flip books he designs in his bedroom at night, but making "Son of Rambow" allows him to flourish. Granted, his moviemaking activities initially consist of being flung about on catapults, tumbling down hills and flying into a lake, even though he can't swim.

Still, he's having the time of his young life. So is Lee, and it's infectious. With his bulky camcorder and tripod, Lee learns to become more collaborative and social — even though, when he returns to his lavish house, he's repeatedly bullied himself by his older brother (Ed Westwick), who reluctantly serves as a parental figure in their mom and dad's constant absence.

The bond that forms between newcomers Milner and Poulter is believable and never sappy, even when the inevitable contrived misunderstanding threatens to tear them apart. That obstacle comes in the form of ultrachic French exchange student Didier, who arrives on campus with several of his classmates and immediately becomes a trendsetter and heartthrob. Jules Sitruk is a scene-stealer in the role, with his Stray Cats hair and Michael Jackson "Beat It" jacket.

And speaking of music, children of the '80s will enjoy the soundtrack, which includes songs from Duran Duran, Siouxsie and the Banshees and The Cure. There's also a loving reference to the long-held urban myth about the dangers of combining Coke and Pop Rocks.

Kids, don't try this at home.