Jennifer Aniston and Clive Owen in DerailedDERAILED

There's nothing all that wrong with director Mikael Hafstrom's thriller Derailed, until, that is, it turns into a thriller. Chicagoan Charles Schine (Clive Owen) is a harried family man with a wife (Melissa George) and a young, diabetic daughter. While commuting to work one morning, he meets a stranger on the train: the beguiling, flirtatious - and similarly married - Lucinda (Jennifer Aniston). Over the course of a few days, the two enjoy snappy conversation, meet for drinks, and eventually find themselves a hotel. But before their affair can be consummated, LaRoche (Vincent Cassel), a scruffy-looking nightmare with a gun and a thick French accent, breaks into their room, takes their wallets, beats Charles within an inch of his life, and rapes Lucinda. Then everything goes to hell, both for the characters and, unfortunately, for the movie.

Until this scene, Derailed is an acceptable entry in the adultery-leads-to-murder genre. Like its forbears Fatal Attraction and Unfaithful, Derailed gives us a leading character who strays into an affair for no reason except, perhaps, as a break from the tedium of family life, but Clive Owen, in his early scenes, makes Charles a surprisingly fascinating figure. In most films of this type, we watch as our protagonists stumble, almost apologetically, into an affair, but Owen's Charles nearly barrels into one; with his ferocious gaze and imposing physicality, Owen flirts with intimidating directness. Jennifer Aniston, with her slightly sad pertness, can't compete with Owen for sheer, animalistic passion - I've yet to see a Clive Owen co-star who can - but she's effortlessly likable, and the duo's odd-couple pairing, for the most part, works; you know that Derailed will wind up a thriller, but for the first 20 minutes, it's a pretty nifty romantic drama.

But then that damned scumbag shows up to ruin the fun. In what easily ranks as one of the year's most wretched examples of overacting, Cassel chomps gum and grins mischievously and spits out his terrible dialogue with almost cartoon-like villainy; he might as well be tying Lillian Gish to the railroad tracks. Cassel's performance, however, wouldn't seriously harm the movie had it confined him to that hotel-room scene. But as Derailed finds his character eventually blackmailing Charles for $100,000, Cassel keeps popping up over and over again, and despite the hideous things LaRoche does, he's never menacing or threatening in the slightest. (Every time he calls Charles with more demands, his first utterance is accompanied by a blast of ominous low notes on the movie's soundtrack, which is as close as Derailed ever gets to comedy.)

It would be unfair, though, to rest too much blame at Cassel's feet, because after his first scene, just about everything goes wrong with Derailed. Unfortunately, as the movie is one of those "Don't give away the plot twists!" thrillers, most of what's awful about Derailed can't be fully explained without giving away the film's easily predicted secrets. Suffice it to say that once the "thrills" kick in, the plotting requires the formerly centered Charles to continually behave like idiot (which eventually undermines Owen's credibility in the role), the contrivances pile up by the truckload - Derailed's entire storyline would crumble if characters would just remember to lock a freakin' door - and the story winds up making less and less sense as it reaches its egregiously unsatisfying climax. By the end, only the relaxed, nimble performances of Giancarlo Esposito, as a curious cop, and RZA, as Charles' work ally with a violent past, stick with you; Derailed starts out smart, turns silly, and finally becomes downright ridiculous. It does, however, win points for truth in advertising - Derailed is certainly the most aptly titled movie of the year.


Steve Martin and Claire Danes in ShopgirlSHOPGIRL

Aside from some added weight in his face and midsection, Steve Martin doesn't look much different than he did 20 years ago. But his spirit is much warmer, and sadder, and it infects everything about the lovely, nearly heartbreaking romance Shopgirl. Written by Martin - based on his acclaimed novella - and directed by Anand Tucker, the film tells of Mirabelle (Claire Danes), a lonely glove salesperson at Saks Fifth Avenue who finds herself torn between the affections of Jeremy (Jason Schwartzman), a grungy slacker with a big heart and hygiene issues, and the much older Ray (Martin), a cultured businessman with a big wallet and intimacy issues. Like Lost in Translation, which shares this movie's air of dislocated, romantic yearning, Shopgirl doesn't offer much in the way of plot, but the film is so beautifully constructed and assured that you barely notice; the film is splendidly shot (by Peter Suschitzky) and scored (by Barrington Pheloung), and it engenders a spirit of wistful melancholy that makes it feel utterly unique.

In his literary accomplishments for both the page and the stage, Martin's brand of cerebral wit is fast becoming legendary, and every once in a while in Shopgirl, he'll unleash one of his off-kilter turns of phrase that are gloriously unpredictable. (I loved it when Jeremy, a struggling graphic artist, takes Mirabelle to one of his favorite outdoor spots and says, "I come here to think about fonts.") But, in a wonderful surprise, the movie doesn't rely on its witty banter; despite being labeled a comedy, the film is a deeply accurate and piercing analysis of contemporary romance, and it has been marvelously performed.

Danes, for whom tremulousness comes almost too easily, hasn't been this captivating on screen since her teen years in the mid-'90s, and she makes Mirabelle a sublimely textured creation; Danes radiates womanly grace and girlish confusion, and can make you teary-eyed with exquisite subtlety. It's a phenomenally fine performance. Schwartzman's eccentric loopiness is, for the first time since Wes Anderson's Rushmore, held properly in check - Jeremy is a loveable slob, and just bonkers enough to keep you unsure of Jeremy's true nature, which gives all of Schwartzman's scenes a whiff of comic surprise. And Martin is just superb. His Ray is a man with everything, except, it seems, an understanding of how his romantic gestures affect others, and Martin plays him with fierce gravity and intelligence - Martin's always at his best when allowed to portray smart characters - and displays such easygoing charisma and even sex appeal that it makes perfect sense for Mirabelle to want to be his, and his alone; Martin's rapport with Danes makes their characters' union one of the more believable May-December romances the movies have offered up in ages.

Shopgirl isn't flawless - Jeremy's tour with a rock band, with which he spends most of the film, doesn't lead to much, and Mirabelle's sojourn to visit her parents (played, nearly wordlessly, by Frances Conroy and a haunted-looking Sam Bottoms) portends a tender subplot that is quickly dropped from the film altogether. In many ways, though, the movie is extraordinary. The startlingly touching Shopgirl is small in scope yet grand in feeling, a romance that's unexpectedly easy to fall in love with.

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