In the Empire Falls of Richard Russo's clever and knowing fifth novel, the empire has all but fallen. Led by the mighty Whitings, its textile mills had powered the fictitious central Maine town for generations, but now only tatters remain.

The most visible remnants are the two old factories that stand hard by the Knox River, but there are plenty of others, including the clan's flinty, calculating matriarch, and memories woven deeply into the fabric of the community.

This is no more so than for Miles Roby, the town's moral center and the reader's rooting interest. Not only does he share the common history, but also there are mysterious ties between his family and the Whitings. When the mills closed, Miles's mother went to work for Mrs. Whiting, but even more binds them together.

Miles is cynical, but sweet and fairly virtuous. He gives of himself to the church, is a devoted dad, and believes that his just rewards will come if he can only be patient.

It's that sort of attitude that explains why he's still in town at all. It had been his mother's most desperate dream that he get away, that he leave for college and never come back. And her dream was coming true, right up to the day he got the call that Grace Roby had cancer, and he should come home.

The thing is, it wasn't his mother who was calling; she'd been undergoing radiation and chemotherapy for six weeks, and hid that information from him. It was Francine Whiting, who always had deeper, darker motives, summoning him home. She wasn't just suggesting a visit. She needed someone to take over the Empire Grill, a greasy spoon that she owned downtown, and if he would do it, just "for a year or so,' she would ensure that Grace would get the care she needed.

But after his mother died, Mrs. Whiting changed the bait, promising that he'd inherit the Grill upon her death. Now Miles is in his mother's shoes: stuck in a small Maine town with few prospects, saddled with a worthless mate, and dependent on Mrs. Whiting, but willing to slog it out for the benefit of offspring.

It's not surprising that Miles would go along with his mother's wish that he get out, and then go along with Mrs. Whiting's wish that he remain, because they are not dissimilar.

Russo is forever making such contrasts of character, to great success. Max Roby, Miles's father, for example, is also not dissimilar to Mrs. Whiting, in that they are true to their natures, and unapologetic of them, even if they should be. Both far outlived their spouses and have retained their vitality.

The character who is most like Mrs. Whiting, however, is Timmy the Cat. Timmy regularly pees on the grave of C. B. Whiting, the man who made Mrs. Whiting a widow, and scratches Miles every time he sees him.

There is plenty of whimsy in "Empire Falls," beginning with the descriptive undertone of its name, a nuance shared by the Iron Bridge, which Grace had to cross every day to report for duty at Mrs. Whiting's. There's also the Robidoux Blight, a spit of land that C. B. obliterated in an attempt to change the course of the Knox River. It was during negotiations for the project that he met Francine Robidoux, a daughter of the landowner. One could easily argue that while destroying one Robidoux Blight, he picked up another one, Francine Robidoux.

Russo packs in plenty of subtle humor as well, such as the coffee shop whose smoking policy is "Go ahead. See if we care." And when Max is trying to wheedle some cash out of Miles, and argues that if he had pocket money, he'd be more dignified, Miles observes dryly: "I think the dignity ship set sail a long time ago, Dad."

Empire Falls is a complicated place, and "Empire Falls" is a complicated tale. Russo tells it on parallel tracks, in the present day and in the accumulated past, a technique that serves his entirely natural portrayal of small-town life, in which everyone knows not only their peers but their parents, or children, or both. It also lets Russo build in suspense and surprise from two directions before they merge.

That there even is suspense comes as a surprise, and slowly. The first mystery doesn't arise until better than 150 pages have passed, and it's another 150 before the first revelation grabs hold. Russo's feathery foreshadowing is perhaps his finest touch, in a novel with finery all about. There have always been grounds for going to Maine, especially in summer: the beach, cottage life, rafting, and hunting. But with "Empire Falls," Russo has provided another compelling reason.