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READ MY LIPS ****

By GUY FLATLEY

CAST: Vincent Cassel, Emmanuelle Devos, Olivier Gourmet, Olivier Perrier, Olivia Bonamy, Bernard Alane, Cecile Samie, David Saracino, Christophe Vandevelde, Pierre Diot, Serge Boutleroff

DIRECTOR: Jacques Audiard

SCREENWRITERS: Jacques Audiard and Tonino Benacquista

Carla is plain, klutzy and so close to being deaf that she fiddles and fumbles with not one but two hearing aids as she struggles to impress her piggish superiors in a property-development office. Beneath her pitiable, flaky surface, however, this smart, unappreciated secretary is also ambitious, manipulative, vengeful and seethingly sexual. To get what she wants, all she needs is the right accomplice, a schemer willing to take risks, play rough with her rivals, and maybe even view her as a desirable woman. Carla finds a bit more than she bargained for in Paul, a deceitful, peculiarly handsome, gruffly erotic ex-con she's been authorized to hire as an assistant.

Never in her life has Paula so much as danced--unless you count the solo slithering she does in the dim, womb-like secrecy of her bedroom. Watching her unleash her lust, tenderness and occasional rage with Paul is but one of the exhilarating pleasures afforded by writer-director Jacques Audiard's superb psychological thriller. The masterfully crafted tale lifts Carla and Paul from their cramped office and drops them down onto the twisting mean streets and noirish clubs of Paris, where they mix with scumbags and conspire to rip off a sadistic criminal who has wronged Paul. To survive, Paul must be quick on his feet and doubly quick with his brain. Carla needs only to stand perfectly still on a gloomy rooftop, peer intently into a pair of binoculars, and read lips as she's never read them before.

In a stroke of genius--or was it merely luck?--Audiard chose the best actors imaginable to play his quirkily criminal couple. As Paul, the weird, magnetic Vincent Cassel is alternately obnoxious and endearing, just as he should be; as Carla, Emmanuelle Devos is astonishing--a strong, brave, fiercely determined fruitcake you can't help rooting for even when she's at her most rotten. Justice was done when Devos was awarded a Cesar (the French equivalent of an Oscar) for Best Actress of 2001.

Suspenseful, sexy, finely nuanced and darkly amusing, this Hitchcockian entertainment is a real beauty.