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In the final analysis, it appears that Frailty would have been stronger as a straight-ahead psychological thriller than as a murky mystery hellbent on providing a shock ending or two. For his part, Paxton apparently remained unconcerned with the demands of the marketplace -- his direction eschews cheap scare tactics for the sake of methodical tension building. But as for Hanley, perhaps mindful of audiences' constant desire for these sort of gimmicky mindgames, he may have felt he had no choice but to tack on the twists. We can only assume that the Devil -- or maybe the Hollywood system -- made him do it.

FRAILTY

RATING (out of four):

**1/2

All The (Road) Rage

Two desperate men duke it out in sturdy star vehicle

As Changing Lanes opens, it looks like it'll take a few minutes to figure out who's the good guy and who's the bad guy. One of the first scenes shows Samuel L. Jackson's character, an insurance salesman named Doyle Gipson, talking lovingly about his two sons by stating that he's lucky to have them as his children. Ah, a flawless father, a kindly saint, a decent human being. But another establishing sequence finds Ben Affleck's character, an attorney named Gavin Banek, delivering a nice speech regarding a group of kids at a philanthropic event. Ah, an admirable guy, an upstanding citizen, a good samaritan. But wait a minute: If we're to believe the chaotic trailer and the grim poster (with the tagline "One Wrong Turn Deserves Another"), we're not settling in to watch a "buddy" flick; these men are primed to be antagonists, meaning that, by Hollywood standards, one of them has to earn the brunt of our contempt. Even in Falling Down, this movie's closest screen antecedent, we ultimately knew we had to side with Robert Duvall's crusty cop over Michael Douglas's disenchanted city employee.

But Changing Lanes is that rare bird: a studio product that largely steers clear of black and white by adorning itself in an appealing shade of gray. The direction by Roger Michell (Notting Hill) is direct and unsentimental, while the script by Michael Tolkin (The Player) and newcomer Chap Taylor nicely builds on its characters' rage and frustrations without culminating in a typical orgy of violent retribution. Whether this approach eventually hurts its financial future remains to be seen, but kudos to all involved for pulling off a movie that makes few crowd-pleasing missteps.

Affleck's Gavin Banek is the more familiar movie protagonist: Like Tom Cruise in The Firm and Matt Damon in The Rainmaker, he's playing a rising attorney doing his best to hold onto his sense of morality and fair play. Jackson's Doyle Gipson is more original: A former alcoholic trying his best to begin anew, he's constantly trying to control his temper as he attempts to instigate a plan that he hopes will bring his estranged wife and their two children back to him. A traffic accident caused by Gavin on New York's FDR Drive -- and his words to a stranded Doyle as he drives away from the scene ("Better luck next time") -- sets off a chain of events that finds both men constantly trying to one-up each other in a dangerous game rife with long-reaching implications.

Gavin's actions initially peg him as the less honorable of the pair -- the privileged white man with the world at his feet, he resorts to despicable means to retrieve an important file that ended up in Doyle's hands -- but as the movie progresses, we realize that Doyle is no long-suffering martyr but rather an extremely volatile man who, whether in a state of sobriety or inebriety, needs to learn how to control the flame of anger that's always burning inside him (in one telling sequence, his AA advisor, played by William Hurt, opines that Doyle isn't addicted to booze as much as he's addicted to chaos). There's genuine push-pull tension not only between these two characters but also between our own constantly shifting allegiances, and the movie doesn't squander its chance to make a point about the need for people to take responsibility for their own actions in this modern world that's more about passing the buck to the next fellow.

Affleck and especially Jackson deliver strong performances that accentuate their characters' inner insecurities and outer angst, but they receive plenty of help from an exceptional supporting cast. Film director and occasional actor Sydney Pollack has been both warmly comic (Tootsie, Death Becomes Her) and coldly manipulative (A Civil Action, Husbands and Wives) in his past parts; here, he's strictly the latter, providing barracuda ruthlessness as Gavin's boss and father-in-law. Amanda Peet, so annoying as Ashley Judd's sister in High Crimes, nails her tiny but crucial role as Gavin's chillingly accommodating wife, while Dylan Baker likewise makes the most of his brief screen time as an oily computer hacker with the ability to help Gavin place Doyle's promising future in turnaround.