The Limey is cool-'60s style. For his eighth film, Steven Soderbergh could have played it safe and followed his wildly praised Out of Sight with another broadly commercial picture with a hot cast. Instead, this genuinely iconoclastic American filmmaker chose to work with Terence Stamp and Peter Fonda, two men who embody 1960s cinema, in an elliptical revenge tale told largely in flashbacks that many viewers will find maddening. Personally, I couldn't take my eyes off the screen, and found The Limey's evocative debt to films like John Boorman's Point Blank, as well as to its leading men's key work from that era, absolutely mesmerizing.

Despite Soderbergh's convoluted visual pyrotechnics, aided by Sarah Flack's razor-sharp editing, the premise of Lem Dobbs' cracklingly good, often very funny script is a simple one: Cockney career criminal Wilson (Stamp) gets released from a nine-year prison stint and heads off to Los Angeles to discover the truth about his daughter Jenny's mysterious death. Prior to her demise, Jenny was involved with Valentine (Fonda), a slick record producer caught up in a money-laundering scheme who's living the good life with a new, nubile, similarly young girlfriend (Amelia Heinle). Wilson's quest for revenge finds this Brit a serious fish out of water in the City of Angels, but he gets some local assistance from Ed (Luis Guzman), a criminal who wrote him about Jenny's strange death, and his daughter's friend Elaine (Lesley Ann Warren), an actress whose best days are behind her.

Soderbergh calls The Limey 'a very simple revenge film with a lot of '60s baggage.' To this end, the director uses footage from Ken Loach's 1967 film Poor Cow, in which Stamp played a thief named, not coincidentally, Wilson. It's somewhat eerie to see Stamp in his younger, swinging-London days, and the device successfully conveys The Limey's preoccupation with memory and the past. Wilson's frequent recollections of his daughter come alive through a haunting haze of multi-format film footage and photographs, and while there are no clips of Fonda's earlier work, his character is also living on fuzzy memories of a sunnier past. ('That was the '60s, just '66 and early '67, that's all it was,' he wistfully observes). As his current girlfriend says to him, 'You're not specific enough to be a person-you're more like a vibe.'

Wilson first meets Valentine when he crashes a party at the producer's lavish residence in the Hollywood Hills. Valentine's glory days in the Southern California rock scene he once ruled are over, and he now joylessly works a room full of what he calls the 'Hi, how are you' crowd. Wilson, with his black attire and shock of white hair, is visually at odds with Valentine's light suit and California attitude, and his injection of a little violence into the occasion puts a spike in the groovy mood. In a fabulous early scene, Wilson visits a downtown warehouse where he takes a beating and is thrown outside. After calmly finding another gun in his clothing, he re-enters the building and, in a tense long shot, the sound of gunfire and flashes of light convey his new command of the situation much more efficiently than a conventional shoot-out scene would have. But there's nothing conventional about The Limey, a film that constantly yields something unexpected. For starters, Stamp delivers some wonderfully oblique monologues-at the end of one of them, a DEA agent who's questioning him says, 'There's something I don't understand. The thing I don't understand is every fucking thing you're saying.' Well, maybe so, but nobody delivers a nonsensical tale with such elan.

Guzman and Warren solidly head up The Limey's supporting cast, which includes Barry Newman as Valentine's no-nonsense chief security man. As part of this '60s homage, Joe Dallessandro, a vet of Warhol and Paul Morrissey's films, has a small part. A big plus is the film's well-chosen soundtrack, with classics from such period icons as The Who, The Hollies and The Byrds. The Limey's spell is only broken by a scene in which George Clooney appears on a television screen in an 'Access Hollywood' segment. The sight of Clooney mugging for the camera made me appreciate Fonda and Stamp even more-just two guys with nothing left to prove, exuding quiet cool.

--Chris Grunden