Paul Giamatti and Clive Owen in Shoot 'Em UpSHOOT 'EM UP

Frequently unpleasant and almost pathologically violent, Michael Davis' action thriller Shoot 'Em Up is a joke, and the film's biggest detriment is that is takes too long for it to be an intentional one.

From the start, we're obviously not meant to take the movie seriously. Within the first reel, our taciturn hero, Mr. Smith (Clive Owen), dispatches a villain with a carrot to the throat, delivers a child (severing its umbilical cord with a bullet), mows down a dozen hired goons, lams it with a lactating prostitute (Monica Bellucci), and secures firearms and ammo by promising a shopkeeper his next sperm-donor check. (If that seems an unfair trade, consider that it's Clive's sperm we're talking about here.) And all throughout Smith's quest to deliver the infant and his hooker caretaker to safety, the guy never loses his veneer of ultra-cool affectlessness, treating every exaggerated confrontation - most of them initiated by the sleazeball Hertz (Paul Giamatti, in dire need of nostril grooming) - as just another of life's daily pains in his ass.

For certain audiences (and I'll admit I'm one of them), that description might make Shoot 'Em Up sound almost embarrassingly enjoyable. But there's a hitch to the movie's opening, over-the-top shenanigans: They're not funny. The first half doesn't feel like a satire of vile, ugly action-flick conventions; it's merely a series of vile, ugly action-flick conventions. Instead of laughing, we wince at the repellently crude misogyny, the needlessly complex exposition, and Smith's god-awful punchlines, to say nothing of the brutality of the "comic" mayhem; for long stretches, Davis' movie is torture porn for the action-junkie set.

Yet at about the 45-minute mark, the damnedest thing happens: Shoot 'Em Up becomes really clever. Once our carrot-munching babysitter begins cooking up elaborate schemes to vanquish the bad guys - rappelling down a stairwell with guns blazing, setting off trip-wires with the brio of an experienced puppeteer - the film turns into a deliriously nutty Looney Tunes comedy (its forebear seems less Die Hard than Raising Arizona), and by the time Smith free-falls from an airplane - sans parachute - and blasts away at pursuing enemies while plummeting, the comedic too-muchness of it all feels nearly exhilarating. (And Owen's and Giamatti's final encounter, a protracted battle to see who can lift his revolver first, is truly inspired.) It took a long time for it to happen, but by the finale, Shoot 'Em Up had our initially reticent matinée crowd both laughing and cheering; I've rarely seen a movie that started so poorly end so well.

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