Mike Leigh's All or Nothing is an exhilarating movie about sadness and renewal, set in a London housing project.

It's an unlikely follow-up to Leigh's brilliant Gilbert and Sullivan extravaganza, Topsy Turvy. But in its own way All or Nothing is piercingly musical, too, from the first shot of a girl pushing a mop through the hall of an old-age home while an elderly woman advances toward her slowly, with a cane, resisting help. In lesser hands the material would be dreary. Mike Leigh, both a superb filmmaker and a humanist, grasps the rhythmic beauty of the scene and turns it into a poem on the duty of the young character and the determination of the older one. Leigh has a way of depicting force of habit that accentuates the positive even when what's happening is negative. He makes you sense the untapped capacity for living beneath blank faces and hunched shoulders.

As Leigh observes the comings and goings of three working-class households in an apartment complex, he turns the flirtations and dust-ups in the courtyard into spontaneous choreography - stomps, reels and Apache dances.

Hovering above it all are Timothy Spall and Lesley Manville as an overweight, unsuccessful cab driver and his responsible common-law wife. Their daughter is the girl we've seen at the nursing home, and their son is an obese layabout who growls at his mother and picks meaningless fights.

All or Nothing, on its own modest scale, takes on the Satyajit Ray theme of "the home and the world." It hinges on people's limited involvement in their work. Spall's cabbie can't rouse himself to win the early morning fares to the airport. When he's on the job, one dilemma after another gets him down. Is it right to charge an aging gent the company minimum, even for a one-block ride? Do you accept the apologies of a sloppy drunk for not paying his fare, or have him thrown in the clink?

Manville, as a cashier at a supermarket, gears her day for maximum efficiency and earning-power: She strikes a gallant figure riding home on a bike while her best pal, Ruth Sheen, pays for the bus. Sheen, an actress with a luminous life force, plays a single mother who takes in ironing on the side. Yet Sheen, unlike Manville, still has the energy to be the most high-spirited gal at the karaoke bar. No scene in current movies is more elating than Sheen's Big Bird of a woman belting out "Don't It Make My Brown Eyes Blue?"

Leigh's method has a remarkable unity: Just as he relies on intense preparation with his actors to create his story, he trusts viewers to call up their empathy and instinct to feel their way into his movie's core. Before long, complex patterns emerge in the lives of Manville, Sheen, a third, drunken friend, their daughters and their husbands. You see how almost-grown children react to the unstated compromises their parents strike with themselves and with each other - and to the frustrations their parents face behind the bedroom door or outside the apartment.

In its structure, this may be the most musical of all Leigh's films, Topsy Turvy included. Unexpected events, like a worn-out male geriatric worker making a play for Manville's daughter, strike some of the most wrenching chords in the movie's symphonic development.

Even the title includes a musical clue. All or Nothing may sound noirish in a gritty Mike Leigh milieu. By the end you realize it refers to the Rodgers and Hammerstein love song from Oklahoma! "With me it's all er nuthin'/Is it all er nuthin' with you?" That's the simple question each spouse and parent wants to ask each child or mate.

If Leigh were the drudge some of his critics make him out to be, he'd throw the movie's weight behind Manville's workhorse. After all, she keeps the household running while Spall begs for gas money from her and their kids. And Manville is remarkable in the role. Physically, she carries the vestiges of prettiness, now ground-down; emotionally, she captures the complexity of a caring woman turning whiney and joyless from repeated hurts and disappointments.

But it's Spall's movie. He's a guileless man devoid of self-confidence. Resigned to the point of defeat, he always appears to be on the brink of an apology - maybe that's why people take advantage of him. But he's no dope. When a forward, uppity French fare asks him if he loves his wife, he puts a world of meaning - tenderness, humor and regret - into a simple "Yeah." Soon after, he demands his wife attend to his true needs: emotional, not fiscal.

View all of the film's relationships in toto, and it's an argument for balancing competence and tenderness in family life and on the job. But the movie is at its best as a plea for kindness and for passion. There's too much talk these days about the toil that goes into a marriage. It's a lift to have Mike Leigh insist on the importance of magic.

All or Nothing

Starring Timothy Spall and Lesley Manville

Directed by Mike Leigh

Released by MGM

Rated R

Time 128 minutes

Sun Score: ****