Transformers: Dark of the Moon (Michael Bay, 2011)

If there is any sliver of decency in this universe, Transformers: Dark of the Moon, the third entry in the most crass, vile and offensive big-budget franchise in Hollywood history will be its last. If it is any better than the series' previous installment, that is only because it sublimates its racial, gender, political and aesthetic travesties into an even longer, more interminable celebration of reactionary ideals. For a series predicated on the idea that some things are more than meets the eye, the Transformers movies represent one of the least varied, consistently shallow sagas to ever hit the big screen: Transformers 3, like its predecessors, is a masturbatory affair, perhaps even more so than the execrable Revenge of the Fallen. Whatever shred of humanity existed in these films is obliterated, leaving only an unadulterated tribute to He-Man masculinity in response to hysterical conservative perceptions of the Obama era.

Sam (Shia LaBeouf, whose increasingly greasy look in each film he does suggests he hasn't showered since Even Stevens got canceled) saved the world and brokered an alliance between man and Autobot, but no one will give him a job out of Ivy League college. The poor guy has to settle for an absurdly large D.C. apartment and being supported by his disposable new girlfriend, Carly (Rosie Huntington-Whiteley), whose car-collecting boss, Dylan (Patrick Dempsey), openly flirts with her in front of Sam, further emasculating our hero. Compounded by the American government having locked Sam out from communicating with the Autobots, he needs a complete world invasion of Decepticons to let him prove his manhood, raising the question of just how many people need to die for Shia LaBeouf to feel comfortable about his dick size.

Steven Spielberg: Empire of the Sun

Empire of the Sun is a greater indicator of Steven Spielberg's capacity to show mankind's darker side than Schindler's List. The latter is a film about a good man among oppressors, a diamond in the rough who stands up for what is right in the midst of unspeakable horror. Empire of the Sun, however, is a film about how good people can turn on each other in an instant, about the corrupt among the downtrodden. Where Schindler's List (thankfully) did not attempt to assign motivations for the German population's complicity in the Holocaust, this effort says more about the human condition precisely because the Japanese internment of prisoners of war doesn't carry the same weight in the public consciousness as the Holocaust.

However, for those who have read J.G. Ballard, the cold observer of extreme violence who wrote Crash among many other chilling works, this internment is no less horrifying. Ballard based Empire of the Sun on his own experiences as a child in conquered China during the war, and there can be no doubt that what he saw formed the man who would later write such disturbing fiction. The subject of lost innocence and the dividing line between liberated childhood and the responsibility of maturity is a common one in Spielberg's canon, but here it carries the darker importance of actually being true.

Spielberg opens the film with a graceful track-forward in a preparatory school, moving deeper into a chapel as pre-pubescent schoolboys sing soprano. Only when the camera cuts back to show plainly dressed Chinese people in some of the pews is the audience given any indication that it is not watching a film set in England.

The entire first act expands upon this idea, the total obliviousness of the British occupants of China in the face of Japanese invasion. The opening, somber text scroll notes the apathy of the British residents of China to the takeover, their arrogance blinding them from the possibility that someone -- especially non-whites -- would or could seize them. The parents of Jamie Graham (Christian Bale) take this view, the father casually chipping golf balls into the pool of his luxurious estate and reassuring his son, "China isn't our war."

Even Jamie fits into the mindset, exploiting the family's Chinese maid into letting him have late-night snacks by telling her she must do as he says. The boy is too young to realize the classism and racism in his words, and already Spielberg undercuts the idea of innocence and nostalgia for an era that raised children to views others as inferior based on ethnicity and birthright.

The cluelessness of the British bourgeoisie is highlight shortly thereafter when all the white families dress up for a lavish costume party as the mood in Shanghai darkens. A fleet of chauffeur-driven Rolls-Royce cars drive through throngs of tired, dirty Chinese peasants who mill around restlessly as if they feel they should be fleeing but do not yet know why. The score in this section is haunting, lightly dissonant without being overbearing, perfectly matching the drab cinematography (a precursor to the desaturated tones of Saving Private Ryan). At the party, one guest slurs an educated, erudite Chinese man for being in attendance, as if the thought of Chinese running about in China was unspeakable and obscene.

Only when the Japanese at last strike Pearl Harbor do they fully drop the pretense of leaving the Westerners alone. Bombers descend on Shanghai, sending everyone into a panic and separating Jamie from his suddenly sobered parents as waves of fleeing Chinese pour through the smallest gaps. For the first time since Jaws, Spielberg manages to achieve a pure, raging terror in the shots of Jamie watching his mother swept away as he can do nothing to get back to her. A sense of abandonment runs through so many of the director's films as a result of his parents' divorce, but this condenses all such fears -- be it getting lost in a store or seeing parents separate -- and magnifies them in the crush of stampeding bodies.

As Jamie returns to his neighborhood in the hopes of his parents somehow returning home, Spielberg inserts horrifyingly surreal of the vacant streets in the wake of the mass exodus. Looted suitcases lie strewn about on the streets, mirroring later shots in both Schindler's List and War of the Worlds. When Jamie arrives home, he finds a sticker plastered in front of the door saying the house now belongs to the Japanese emperor, a darkly ironic subversion of traditional imperialism, which saw white casually claiming the land of other races as their own. Spielberg even inserted one such shot at the beginning after his marvelous, wordless setup of place and character, cutting from the idyllic British life to an overhead shot of coffins containing dead Chinese floating in the water as a boat lackadaisically knocks them aside. Late in the film, Japanese soldiers march prisoners across hundreds of miles of terrain, and they stumble across a field strewn with old luxuries -- cars, pianos, gilded furniture. It's a treasure trove, but no one gives a damn, tearing apart these items looking for food and drink.

Most disturbing is the coldly vacant interior of Jamie's abandoned house. Just as his parents ignored the terrifying truth at their doorstep, Jamie appears largely content by the whole situation, sure that his parents will return and enjoying free reign of the house in the meantime. He especially his parents' bedroom. Jamie there discovers his mother's footprint enshrined in spilled talcum powder. First, Jamie regards it with light curiosity, even pleasant fondness, an acceptable facsimile for his mother's presence. Then, his eyes scan over the whole room, revealing more urgent foot and palm prints and kicked up talc, suggesting a struggle. The implications finally hit the boy, who becomes so afraid he knocks open a window so the wind will blow away the evidence. In the process, of course, the draft erases the last vestige of his parents.

Eventually, food runs short, and Jamie heads out to find supplies, only to be robbed by a Chinese teen and taken in by Basie (John Malkovich), an American ship steward marooned in conquered Shanghai. Basie, however, proves more dangerous than desperate Chinese peasants or vindictive Japanese soldiers, immediately trying to sell Jamie to a peasant as a servant. Jamie indirectly gets his revenge when he takes Basie back to his rich neighborhood to loot the place, only for Japanese soldiers to jump out of the house and imprison Jamie and Basie's gang.

Up to this moment, Jamie has not allowed himself to process what he's been seeing, but Spielberg bucks expectations by actually enhancing this obliviousness as Jamie is shuffled from a holding area to an interment camp by an airfield. The director roots the atrocities Jamie sees in the boy's perspective, adroitly keeping enough horror off-screen to avoid a PG-13 rating while making the film that much darker by implication and the perverse, rotting innocence. of what we do witness.

Basie, the Fagin to Jamie's Oliver Twist, admires the boy's pluck and exploits the child's attempts to do anything to avoid reality by incorporating him into a complicated trading network that takes the place of money in the camp. In the first camp, designed to separate the able-bodied from the sick, Basie shocks and disgusts Jamie by stealing the shoes of a dying woman to give to the boy, and by stealing potatoes where possible. He's a man with nothing to live for, but Basie will do anything, absolutely anything, to survive. After spending three years in the Lunghua Civilian Assembly Center, though, Jamie is inured to such sights, and he routinely helps out Basie, though he does balance his actions with a concern for the other prisoners' well-being.

He does so to make life seem as pleasant as possible, but we can see the atrocity through his perspective. The two times Basie is beaten by Japanese soldiers, the camera stays on Jamie's face as he watches his ersatz father figure take his punishment. His other parental symbol, Dr. Rawlins (Nigel Havens), asks him for help in trying to revive a woman with no pulse. Jamie performs CPR frantically until the woman's straight-ahead stare shifts to look at the boy. He thinks he's saving her, but the doctor rightly says he simply pumped enough blood to the brain for one last nervous twitch. A nurse optimistically offers that the woman got the chance to feel as if she died in England by looking on the boy, but all he, and we, can see is her frozen rictus on her clammy face. In the film's darkest moment, Basie sends Jamie through the camp to set snare traps. Williams' score matches the imagination and sense of adventure with which Jamie takes to the task of sneaking around camp and even under the barbed wire that separates the camp from the airfield. Then the camera moves back to Basie and his American crew watching, revealing that the man really sent the boy in there to test for mines. Worse still, he and the others take bets over whether Jamie will trip one and kill himself.

The subtlest transition of the character from a fresh-faced innocent to toughened teen is in his name. When Basie takes James in, he dubs the boy "Jim," and the name sticks even with the British occupants of the POW camp. Jamie creates an image in the mind of the the upper-class, pampered boy that James is at the start, an effete, charming name for a like person. "Jim" is blunt and masculine, suggesting a person who can do much by saying little. When the Americans accept him following their deplorable mine experiment, the name Jim sticks forever, and James grows from the kindly boy still trying to help everyone out to a cocky brat who uses the same self-absorbed lines the Americans used to tell him on the other British children. It is a testament to the writing, Spielberg's pacing and Bale's performance that the shift is more than just nominal: by the end of the film, you'll think of the boy only as Jim.

The humanity of Empire of the Sun catches in the throat. The only bond Jim forms that comes with no strings is with a Japanese teenager training to become a pilot. Jim's love of airplanes gives them a connection that supersedes their language barrier. Their friendship, communicated only in waves and other signs of recognition, is undercut by the knowledge that the Japanese boy is part of the system imprisoning Jim and the others. What's more, he's training to be a kamikaze. But there's no moment in the film more affecting and beautiful than Jim singing the Welsh lullaby he practiced at the start of the film to honor his friend's graduation. Enraptured that someone he knows is becoming a pilot, Jim can't contain himself, but the song is so sad it speaks to the reality of the situation, that the boy will soon be sent on a one-way mission. Even the internment camp's overseer, Sgt. Nagata, is moved by the implications.

Ironically, Americans ruin each of these moments. The joy of watching his friend become a pilot is cut short by American P-51 Mustangs launching a surprise raid on the airfield. Their arrival brings back Jim's ethnocentrism, and he cheers the planes until Dr. Rawlins makes him take cover, at which point the sight of American saviors brings the revelation that Jim no longer remembers his family. When a sick woman, Mrs. Victor (Miranda Richardson), dies in the long march that ensues from the camp being destroyed, a blinding light fills the sky as Jim looks over her body. He believes it to be her soul ascending to heaven, only to learn later that it was the flash of the Nagasaki bomb detonating hundreds of miles away, the very opposite of a transcendental moment. How many souls are contained in that light, and could a blast hotter than the sun vaporize not only the flesh but the spiritual being as well? At last, Jim leaves the group to return to the camp, unwilling to hike so far for the slim chance of food, and he finds his friend, who offers him a mango. Then, Basie returns with his gang, and they shoot the teen dead before Jim's eyes.

Some bill Empire of the Sun as a coming-of-age tale, but that's not exactly true. Jim loses his innocence, to be sure, but he does not truly grow from it. As with A.I., the ending of Empire of the Sun is doomed to be regarded as sappy and upbeat. Jim is reunited with his parents as music swells, and at last the family becomes whole again. Yet the boy, even when he at last collapses into his mother's arms, is changed, and his eyes, hollowed out and filled with dulled pain, communicate that this boy cannot return to normalcy so easily as his parents, and something in him is broken forever. He does not recognize his parents, and when he finally does and falls into his mother's arms, he does so less out of joy than the desperate hope that, by doing so, he might revert to a time when everything he's seen wasn't true. If he can act like a normal child, perhaps he won't ever have to fully face what he's seen. This also explains why he pedals a bike around the empty camp in the wake of Basie and co. shooting his friend. He pedals with vacant glee, riding in circles not only to mirror his earlier bike tour through his empty house but also in a subconscious attempt to reverse the Earth's spin and turn back time to when all of this had not happened. Two images near the end sear into the brain: first, Spielberg shows Jim trying to revive his Japanese friend, splicing the image to switch between the boy and a vision of a dead Jamie, still clad in his schoolboy outfit. Second, Spielberg uses the final shot to return to a suitcase Jim took with him out of the camp that he finally threw into a lake when he realized how much it weighed him down. Both of these shots communicate one thing: Jamie died back in that camp. Jim is returning home with Jamie's parents, and it's only a matter of time before their uneasy reunion collapses. That will leave Jim truly alone, as his final response is not to grow up but to harden into chrysalis. Stunted and scarred, no amount of pampering will make him soft again.

The film is, however, a coming-of-age story for its maker, who at last finds a way to make serious movies within his style without rough disconnect. The darker moments of E.T. and The Color Purple too often clashed harshly with the director's old tricks, the slapstick moments of both undermining the severity instead of providing a more complete emotional range. Empire of the Sun may be more dour overall, but it's believable. It's odd to think, though, that this should be Spielberg's darkest film yet, as it's the first one where he finally trusts a child fully to tell a story about childhood. Bale gives one of the great child performances, and I don't think any young actor -- in an English-speaking film, at least -- matched it until Natalie Portman gave her first and best work in The Professional. Like the French dying on their plantation in the extended cut of Apocalypse Now, Jamie is a man without country: he's never even seen England, but he will never be considered Chinese. Bale captures this cultural disconnect perfectly even as he embodies the more immediate concerns of lost innocence and reaction to atrocity. It is no wonder that he would grow up to be one of the most intense actors working today.

The complexity of Spielberg's tracking shots for the first time take on a grace, no longer about speed and liberation but of elegiac observation. The camera gets one last good look at everything before it disappears forever. David Lean originally helmed the project, and when Spielberg took over he saw his chance to make his own Bridge Over the River Kwai. But Spielberg moves beyond simple imitation of Lean's grandeur -- a display of maturity in the face of his open quotation of old serials in the Indiana Jones movies -- into something more personal. The romanticism of Jamie's perception influences the direction, but so too does the reality, and when those American fighters strafe the internment camp as Jim watches with mouth agape, the two perceptions blur into overload. Fear and exhilaration, never that far apart to being with, become one, and in liberating Jim, the Americans also provide the final force that breaks his brain. This is not the Steven Spielberg who made Jaws. It is not even the one who made The Color Purple. This is a Spielberg in full and complete control not only of his craft but what he wishes to say with it. The result is such a dynamic leap forward for the director it took him nearly another decade just to catch up with himself.

Jonah Hex

As is befitting its mangled protagonist, Jonah Hex is the cinematic equivalent of the winner of one of those Ugliest Dog competitions. It is a film that has slipped in and out of development hell so many times that it knows more about damnation than its half-dead hero, and my favorite tidbit on its Wikipedia page reads that the film is "very loosely based" on the original DC comic book of the same name. Subject to rewrites, multiple crew changes and, ultimately, pure indifference, Jonah Hex achieves a ludicrousness of execution so hysterical that you'll spend at least a portion of the time in the theater waiting for Nicolas Cage to make an appearance.

Originally set to be directed by that dastardly duo, Neveldine and Taylor, the insane team behind the Crank movies, Jonah Hex fell apart once when producers, purportedly under the guidance of star Josh Brolin, decided not to hire the action anarchists. The crew did, however, keep Neveldine & Taylor's screenplay, effectively firing the only two people who could possibly have shot the thing. Perhaps reasoning that only someone with experience in animation could handle the cartoony nature of the pair's writing -- a not altogether stupid line of thought -- producers Akiva Goldsman and Andrew Lazar brought Pixar, Fox and Blue Sky employee Jimmy Hayward, whose biggest previous credit was co-directing Horton Hears a Who!, to helm the picture.

What results is a catastrophic mash-up of audiovisual styles, mixing hillbilly, heavy metal, supernatural and Western tropes into the weirdest rip-off of The Outlaw Josey Wales you ever did see. There is always a certain joy in watching a film that does not play by the rules, that does not even seem to own a copy of the rulebook, but Jonah Hex contains all the transgressions present in Neveldine & Taylor's other works without the sense of self-awareness that they bring to those films; sketchy and vague as the pair's supposed satiric elements are, they at least give the impression that they know what they're doing deep down. With someone else trying to make heads or tails of their material, however, it's a miracle a film emerged at all, and I suppose it's not all that shocking that Wild Wild West as scored by the prog-sludge metal band Mastodon was the product.

Expository dialogue gets a bad rap, and Jonah Hex shows why, playing most of the first 5-10 minutes of an 81-minute movie (including credits) with either a voiceover narration or hysterically stilted lines spoken by characters on-screen. We see the titular hero (Brolin), a Confederate officer whose crisis of conscious led to the death of his friend, the son of his commanding officer, General Turnbull (John Malkovich), being tortured by the general. Turnbull murders Hex's family in retribution and brands Hex's face with his initials. Abruptly, the film cuts to animation -- why do so many comic movies use panel-like animation now? We know that these films are based on comic books -- jumping over the development of strange, supernatural powers and Hex's evolution into a bounty hunter as Brolin delivers the voiceover in the same slurred mumble he uses elsewhere due to the prosthetic makeup of Hex's facial scarring. By the time Hex growls, "This here's my story" when the film finally gets moving, he's told us so much we feel like the damn thing's halfway over.

It only gets worse from there. Hex's weaponry occasionally broaches steampunk territory, with horse-mounted Gatling guns and crossbow pistols that fling sticks of dynamite in an oddly straight path (no, seriously), all of which are provided by Reconstruction-era Q-substitute Smith (Lance Reddick), a freeman. (Smith lets us know that Hex's Confederate ties are not a source of contention, taking the time in the middle of conversation to randomly insert a comment that he knew Hex "ain't never believe in slavery.") For the most part, however, Hex uses traditional weapons. After all, it's weird enough that he can revive dead people by touching them.

That's what makes Jonah Hex loop around from terrible to hilarious: this is not a film that satisfies itself with merely killing someone once. No, bring 'em back for Round Two! Hex brings corpses back to life to interrogate them, yet this act of temporary resurrection for some reason causes the flesh of the reanimated being to burn and disintegrate. Once he's gotten what he needs, Hex kills them again. Matching the double-death scenario in sheer lunacy is the apparent need for no place shown on-screen to be left unexploded, and the almost casual way that Hex starts a fire in some places almost as if checking off an item on a to-do list shows where all of the film's $50 million dollar budget went.

No, wait, it gets even better. In some woefully misguided attempt to give this picture relevance, Turnbull is made into an anarchic anti-government wingnut, whom his Mexican slaves call "El Terrorista." I briefly wondered if this idea would have been expanded into a clearer slam against those good ol' boys who continue to wave their Confederate flags around and still claim to be ardent patriots, then I remembered what film I was watching. Turnbull decides to take down the country on the Fourth of July by building a secret "Nation Killer" weapon designed by Eli Whitney -- pause for dialogue about Whitney's history as the inventor of the cotton gin and father of the American Industrial Revolution -- to bring down Washington D.C. Did I mention that Will Arnett shows up as a Union soldier sporting a mustache and his deep "Michael!" voice from Arrested Development, and everyone acts if we're meant to take him seriously?

Oh, but I'll stop simply listing all the absurdities, much as I could entertain myself to no end pointing them all out. Jonah Hex, with its 73 non-credits minutes, has a lack of clear direction despite its clear revenge narrative. Most characters exist for no real reason, such as Michael Fassbender's Irish henchman named who-cares, made up in a tattoo that stretches out of his clothes and up his neck so that we might identify him among the other nondescript thugs flanking Turnbull. Both Malkovich and Brolin are slumming it, though Malkovich, who always figures out when he's on the set of something that will turn out to be a piece of garbage, goes into Maximum Malk Mode and may be the only person here playing the drama for comedy intentionally.

And Megan Fox, poor Megan Fox. I've waffled so often on how I feel about her that I just do not know what to make of her. Placed in the role of the tough prostitute/love interest Lilah, a name Brolin amusingly cannot say with his prosthetic disfigurement, for the same reason she found herself in the Transformers movies, Fox merely has to sit about and look pretty, occasionally kicking some butt so that she might look pretty whilst kicking butt. Her character serves nearly no purpose save the inevitable damsel scenario, and even those who trip over their tongues at the sight of Fox will be wondering why the hell the action breaks to jump back to her brothel room where little of consequence happens.

Despite it all, Jonah Hex reaches such a memorable level of badness, and is so mercifully short, that I enjoyed myself far more than I did any of the other summer action movies so far. There were clearly some high intentions in this film, as evidenced in its sly references, from lifting the giant cannon on the train from Buster Keaton's classic The General to the glow of the suitcase contents in Pulp Fiction -- maybe that "QT" Turnbull branded Hex with has a secondary meaning? -- and the talent involved, but something went horribly, laughably wrong. It figures that I should have this reaction, perfectly balanced between dislike of the film's clear failure and enjoyment of the ensuing train wreck, with a movie written by Neveldine & Taylor, whose Crank: High Voltage engendered a fair stronger iteration of the same reaction. Jonah Hex is as stupid as a film made by smart people can be, but if I laughed, even in a way that that the filmmakers did not intend, then who am I to pan it? Oh, indulge me for a moment as I break my promise to stop listing the inanities for one final tidbit: when Turnbull rides up the Potomac with his super-cannon, the viewfinder that targets Washington uses not crosshairs or the like but an actual outline of the Capitol building, presumably so his ignorant ex-Confederate subordinates know which building to aim at. Magnificent.

Changeling

I looked over my other reviews for Clint Eastwood's films, and I find that I bring up the fact that I just can't fall in love with the man's films like everyone else does. I tried to figure out why, and the best answer I can come up with is that I'm almost genuinely sorry; I wish I could will myself to love his films, because they have so much brilliance in them, and I so admire Eastwood's gift for understatement. But, with the exception of Letters From Iwo Jima, everything he's done in the last decade has seemed a little...off to me, like the pieces don't exactly fit into his formula. Perhaps no film embodies that as well as Changeling.

Based on the, amazingly, true story of the kidnapping of Walter Collins and the Wineville Chicken Coop Murders of 1929, Changeling recreates the story of Christine Collins, a tortured soul who found herself pushed around by the corrupt Los Angeles Police Department for months. Collins, a phone operator, left her nine-year-old son at home one day to go to fill in for an absent . When she returns home, her son is missing. After five months of failed police investigation, Police Chief James Davis announces proudly that they've found the boy. To balance out all the negative criticism, Davis and Captain J.J. Jones stage a press event to reunite parent and child. Christine rushes towards the incoming train, stands shaking with emotion, then stops cold when a boy steps off the train. "That's not my son," she says with a strained whisper.

The film starts to move in strange ways from here, all in the attempt to capture the full horror and plain weirdness of the facts. The problem is, it has to become a new movie every time you get used to the one you've gotten. First it's a kidnapping thriller. Then the police force an impostor on the mother just so they can save face, and it becomes an L.A. Confidential-like indictment of police corruption. When she tries to tell the press about this, the cops throw her into a mental ward, and now we're watching One Flew Over a Cuckoo's Nest. There's even a horror movie in here. It's just too much and not even Eastwood's minimalism can keep it from getting out of hand.

Not helping things is Angelina Jolie, who has been marvelous and subdued before, but seems to be mugging for an Oscar nod at every turn here (mission accomplished!). Now, I think that people are being perhaps too harsh on Jolie; mugging though she may be, she does have a hell of a time trying to sort out the various moods that the film runs through. When you get right down to it, she's about as understated as she can possibly be. Nevertheless, the film picks up whenever Jolie isn't on screen, and especially when Eastwood gets out of his gussied up version of period-L.A. and rambles around the dusty ranch in Riverside County where a grisly truth is uncovered.

Speaking of L.A., how did Eastwood approve of the look of his characters? Costume designer Deborah Hopper and set designer Adrian Gorton clearly did their research for the times, but it looks like they built sets and shot them the same day with actors wearing costumes that just came out of a sewing machine. When Kurosawa made Seven Samurai, he made his actors, even bit characters and extras, wear their costumes home in order to get them dirty and therefore look real. These sets, these costumes, they aren't lived in; they look like movie sets and movie costumes, and it distracts greatly.

For all its faults, however, the film comes very, very close to entertainment. When J. Michael's Straczyinski's well-researched script click into place, Eastwood roars ahead with certainty. But these moments are far too spaced out in between stretches of boring convention and forced exposition, and it leaves the whole thing feeling whop-sided, and that's discounting the uncomfortable juxtaposition between Eastwood's restraint and the over-the-top nature of the very facts. Nevertheless, apart from Jolie and John Malkovich (who sleepwalks through what was an unnecessary role to begin with), the actors understand that Eastwood films work best when you undersell it.

Burn After Reading

The Coen brothers have never been ones to take themselves seriously. The best part of the Oscars last year was seeing the uncomfortable looks on their faces as they had to collect award after award from their peers, like the kid who hides in the back of the class suddenly being asked to come to the board and do a problem. Whenever critics start to love them too much, they take a razor to the wrists of their careers, bleeding out any pretentiousness before it builds up and makes them cocky. Such is the case with “Burn After Reading,” the follow-up to possibly the best movie of the decade thus far, “No Country For Old Men.”

A subtle send-up of the spy thrillers by John le Carré, the film centers on four main characters: Linda (Frances McDormand), who wants plastic surgery so she can finally find the perfect man; her airheaded best friend Chad (Brad Pitt); Osborne Cox (John Malkovich), an alcoholic CIA agent who plans to write a scathing memoir after being forced to resign; and ex-Secret Service agent Harry Pfarrer (George Clooney), who’s having an affair with Osborne’s wife (Tilda Swinton). While Cox’s wife files for divorce, Chad finds a CD full of CIA secrets at the gym in which he and Linda work. Seeing a way to pay for her elective surgeries, Linda (with Chad’s help) conspires to blackmail Cox in exchange for the disc.

From here on out it’s standard Coens’ fare: dumb people try to pull off something far beyond their limited grasp and understanding, and a lot of people die painful deaths. The brothers are clearly influenced by the work of Flannery O’Connor; “Fargo” or “Barton Fink” are grotesque morality plays just as complex, esoteric, horrifying and (often) darkly funny as O’Connor’s short stories. We don’t really get anyone to root for, save perhaps gym boss Ted (Richard Jenkins), who longs for Linda just the way she is. Everyone else is a self-absorbed monster.

What really sets this apart from their previous screwball efforts is the acting. Swinton has a look of perennial exasperation, as if the totality of everyone’s idiocy is too much to bear. Malkovich brings all his snarling venom to the forefront as the misanthropic Cox; when he spits out to one character, “You’re in league with morons,” his words are so acidic they could burn through steel.

In the latest collaboration with the brothers, Clooney does a fine job of tearing down his leading-man persona for more character-driven work. A sex-obsessed, paranoid man, Harry generally stops panicking only long enough to run a few miles and bed yet another woman. Clooney has proven several times over his ability to carry a film, but it is when he takes a back seat that he really shines.

But the real stars are McDormand and Pitt. McDormand, in her best performance since 2005’s “North Country,” is the kind of person who thinks she’s humble and down to earth but is really elitist. She acknowledges (and greatly exaggerates) her own physical flaws but expects her soulmate to be perfect. Linda’s disposition is that of McDormand’s own Marge Gunderson (“Fargo”) mixed with a bitter edge brought on by age and loneliness.

Despite a host of great performances, Brad Pitt steals the show. He hops through the film with earbuds on, raucously dancing to music only he can hear, with facial expressions that look almost childish. His role is the smallest of the principal cast, but I can guarantee it’s the one you’ll be talking about the most.

“Burn After Reading” certainly won’t keep the attention of all the converts “No Country For Old Men” brought to these stylish cult directors, but people looking for another surreal, non-linear, brilliant mess in the style of “The Big Lebowski” should be quite pleased. At one point, a CIA superior (played by J.K. Simmons, who can always turn every piece of his dialogue into a one-liner) tells his subordinate to come back to him “when it all makes sense.” He’s in the wrong movie. A friend I saw it with said it dragged. I disagree; like all of the brothers’ films, it simply takes its time. Aided by director of photography Emmanuel Lubezki (filling in for a busy Roger Deakins), the Coen brothers have offered up 2008's best-looking comedy, and one of its funniest.