What it’s about: This adaptation of Jim Thompson’s 1963 noir novel follows Roy Dillon (Cusack), a tightly-wound young man who makes his way by running short-cons in Los Angeles. Roy’s studied detachment, however, is currently being challenged by a collision-course between the two women in his life. On his one hand is his estranged mother Lilly (Huston), who works the track for the mob. Like any good operator, she’s running her own game on her boss, Bobo Justus (Hingle), but awkwardly reaching out to her son puts her scheme in danger of coming back to bite her in the ass. And on the other hand is Myra Langley (Bening), a minxy woman who used to be part of a team running long-con operations on oil men and is suspiciously keen to get Lilly out of the way and make Roy her new partner.

Reflections: This is a film that establishes an L.A. neo-noir flavor right from its stylish opening titles and never lets go of that seedy atmosphere even as its characters wander through the sun-dappled landscape of their lives. Huston is the star of the show here–her Lilly is tough-as-nails but visibly broken, projecting her pain as she does some genuinely awful things, but never quite letting the audience in. Cusack keeps pace with his Roy, a character more fundamentally genuine whose attempts to deflect the way she does never quite coming as naturally, a wounded puppy trying to live as a criminal. And Bening’s sexed-up front as Myra feels constantly transactional–she’s so deep into the game, it’s never entirely clear whether she feels any genuine affection for Roy or if he’s merely a convenient tool for her. We watch as all three characters try to push through the persona of the others, but–as Cusack learns in a flashback to his con-man education–they live in a world where no one can be trusted and any kind of real connection breaks against the studied deception and manipulation that is their stock in trade.

Adapting the novel’s 1950s setting to 1990, the entire film conveys a kind of stagey grime that ends up feeling slightly out of time–it’s flophouse motels and betting tracks giving the story a kind of otherworldly aura, not quite part of the real world and operating on its own sense of logic. The British Frears keeps his direction tight, staying out of the way of the Oscar-nominated script and letting the natural consequences of the characters’ actions and shortcomings play out in the inevitable, tragic way they were always going to. Both Bening and Huston were also nominated here, and their battle over Cusack’s soul and allegiances rests heavily on the quiet, interior performances of all three leads to ratchet up the tensions, rather than a complicated, intertwining scheme or any kind of action thrills.

The result is a criminally under-discussed con-man film that feels adult and sophisticated, both modern and old-fashioned and rooted in a twisted psychology and need to win that drives its players to their doom. There is no twist, no gimmick, just a group of flawed people unable to embody the reality of their lives while drooling over the possibility of one more score and the fantasy of getting away clean. That makes for an unsettling watch, but also a tight, interesting thriller that doesn’t underestimate its audience a brings some all time great work from its stars.