Bringing together Ernst Lubitsch's coy treatment of offscreen action and the French New Wave's interest in what acting means to begin with seems like such a natural combination, it's a wonder that there aren't more films like Two Girls and a Guy, written and directed by veteran outsider James Toback (Fingers, The Pick-Up Artist). Lubitsch's '30s comedies keep us guessing what characters really mean, while the early-'60s films of such directors as Godard and Truffaut explore how an actor implies a character for an audience. Two Girls and a Guy, with no small flair, does both tasks simultaneously, by presenting two women seeking revenge on an actor who has romantically deceived them-quite possibly, by staging an act of their own. As in most Lubitsch pictures, we aren't privy to what two people say to each other behind closed doors, any more than the excluded party is. But, as in nouvelle vague films, the veneer of acting is stripped away, because the act that the women put on for the guy-if it is that-is all about the duplicity of acting.

Pretty, reserved Carla (Heather Graham) and brash, tomboyish Lou (Natasha Gregson Wagner) meet when they show up one morning in front of a New York apartment building, each planning to give a surprise welcome to her boyfriend. Unfortunately, a short amount of discussion between them proves that they're really in love with the same man, Blake (Robert Downey, Jr.). Since Blake is due back from his return flight from Los Angeles any minute, Lou seizes the moment, by breaking into his loft and letting Carla in. Once inside and comfortable, the two level-headedly discuss what their two-timer has coming to him. Destroying his fancy furnishings would be too good for him; a more hard-hitting deed is needed. Before they can decide on what vengeance to take, though, Blake arrives, and the two scatter and hide.

Blake is the epitome of ego, all swagger and self-absorption. He isn't the type to slouch into his apartment; he walks in bursting out an aria, leaves lurid messages on Carla's and Lou's answering machines, and then cocks his head back in self-satisfaction. When Carla and Lou confront him, he is surprised, but not defensive. Accused of cheating, he glibly replies, 'All actors lie.' Blake argues that his profession gives him an exemption from telling the truth; he 'acts' in his relationships just as he does in front of a camera, and claims a clear line can't be drawn between the two. If that weren't abrasive enough, he asserts that, from their standpoint, acting is just as good as reality; after all, they each have believed he was monogamous, for the several months that they have dated him. Carla and Lou, finding a cad they never knew existed, first hurl a storm of emotional epithets at him, then recuse themselves to an adjoining room-perhaps to wind down their tensions, but also perhaps to figure out a better way of getting back at him.

When they next appear, to us and to Blake, they behave in a very different manner. The two still harass Blake for his deception, and try to come up with hard-and-fast distinctions between role-playing and day-to-day life. But they also throw him a toss-up, by appearing to forgive, giggling under his gaze, even intimating he still could have both of them. We suspect that Carla and Lou are now performing a charade, to con Blake and later give him a taste of his own medicine. While Blake seduces Carla behind a sliding door, for instance, Toback shows us Lou listening in, but her face registers not indignation, but approval. For a variety of reasons, however, we never know for sure if their behavior is all contrived to bamboozle Blake, or on the level-and neither, for that matter, does he. A crucial point about the film is that the difference between Blake and us isn't attributable to what is known about the women, but only to the attention given to their feelings and needs. If Blake felt the same way about Carla and Lou as we do, he wouldn't buy their appearance hook, line and sinker as quickly as he does. The one thing standing between a relationship and play-acting, Toback implies, is trust.

Both Toback's visual plan and direction of the actors are in high form. The irrepressible Downey seems almost born to play the role of this slippery eel, and both Graham and Wagner ease comfortably into their roles. Although practically all of Two Girls and a Guy is confined to Blake's apartment, it doesn't belong on the stage. Toback's camera set-ups give an idea of each character's shifts in understanding: By merely sliding out of the frame, for instance, one person might be left hanging from finding out what the other two are doing. Lubitsch, too, playfully moved his lovers in and out of the camera space. Toback is delivering an early-Hollywood-style sex farce, but one that's updated to contemporary language, sensibility and predicaments-such as stark talk about romance, brutishly callous men, and our modern de-mythification of the movies. He's done so with fairness, tact and compassion.

--Peter Henné