Small-scaled change-of-pace for director Ridley Scott after high-profile extravaganzas "Gladiator," "Hannibal" and "Black Hawk Down." Coldly crafty character piece about seriously quirky L.A. scam artists. Too artificial to genuinely convince on an emotional or dramatic level, mid-range B.O. looms for promotable but offbeat Warner Bros. release.

A small-scaled change-of-pace for director Ridley Scott after his run of high-profile extravaganzas “Gladiator,” “Hannibal” and “Black Hawk Down,” “Matchstick Men” is a coldly crafty character piece about some seriously quirky L.A. scam artists. Odd mixture of ultra-sleek visuals, psychological probing, “Paper Moon”-like father-daughter swindling, self-improvement efforts and abrupt tough-guy stuff keeps the picture percolating, even if it seems too artificial to genuinely convince on an emotional or dramatic level. Mid-range B.O. looms for this promotable but offbeat Warner Bros. release.

Based on a novel by Eric Garcia — author of the “Rex” dinosaur-disguised-as-a-detective novels — script by “Ocean’s 11″ scenarist Ted Griffin and his brother Nicholas feels like a companion piece of sorts to “Catch Me if You Can” in its breezy approach to the con game laced with more serious father-sprig ramifications. Comparisons to Spielberg’s recent hit extend even to the style of the opening credits and the heavy use of upbeat, jazzy tunes featuring the likes of Sinatra and Bobby Darin.

But unlike the high-flying Frank Abagnale in “Catch,” the title characters here are strictly low-rent grifters. Senior member of the team, Roy Waller (Nicolas Cage), is a world-class neurotic, a nervous-tick-ridden neatnik who hasn’t had a personal relationship in years and assumes a commanding air of authority only when conning some poor sucker over the phone or posing as a Federal Trade Commission official in order to obtain a family’s bank account number.

His partner Frank (Sam Rockwell) is a more recognizably scummy operator, a young man on the make who’s equally at home hustling a high roller as he is talking a little old lady out of her life savings. Working out of a small office in an anonymous part of Los Angeles, the odd couple makes ends meet with their little scams, but hasn’t yet landed a big score.

Much of the early-going is devoted to elaborate detailing of Roy’s obsessive habits, such as manically cleaning his impersonal ’50s-style home and counting to three before opening a door. Even these amusingly banal activities are leant a dark visual splendor by the imaginative images conjured by Scott and lenser John Mathieson, who have worked overtime to divide their blue-and-black-dominated compositions into horizontal and vertical patterns with the set details and slatted light.

Acknowledging to his new shrink (a very good Bruce Altman) that he may have a 14-year-old kid by his ex-wife, who was pregnant when they split, the reluctant Roy allows the doc to investigate, leading to the disturbed man’s nervous first meeting with Angela (Alison Lohman). At first glance a normal skateboarding, backpack-wearing kid, Angela seems delighted to meet her dad, whom she’d always been told was an imprisoned criminal. Announcing that she’s “taken off” from her mom for a couple of days, she settles in with Roy, whose initial pose of being an antique dealer soon crumbles as the truth comes out.

Thus begins the “Paper Moon” interlude, as Roy’s uncertainties about passing on his illicit wisdom to the next generation vanish at the sight of his protege’s incredible aptitude. Roy becomes a proud papa indeed as he watches Angela rip off a poor woman of $300 in a Laundromat (he makes her give it back), and through the ups and downs of their newfound relationship, the bond they establish through shared swindling holds them together. Prospect of a positive outcome for the father-daughter dynamic provides the story with its only real rooting interest.

Angela ultimately proves so enthusiastic about her dad’s profession he brings her into a job he and Frank have been plotting to take a boorish businessman (Bruce McGill) for a big fall. But when the scam unravels at the last minute, the subsequent chaos involves startling violence as well sobering and ironic revelations as to who’s really been conning whom all along.

For most of the way, Scott keeps the mood jaunty and lightly engaging in an unforced manner. Much of this stems from the sheer eccentricity of Cage’s character, an intense agoraphobe with a frequently twitching left eye whose mania for cleanliness would make Felix Unger look like Oscar Madison. Cage adds to the physical manifestations of Roy’s instability with some fearsome rages and amusing attempts to behave as he imagines a dad should; his efforts at being an authoritarian are quite funny. It’s a showy and adept perf in a role that requires Cage to hopscotch abruptly, often from one level to another.

Rockwell, whose Chuck Barris in “Confessions of a Dangerous Mind” allegedly pulled much bigger scams for considerably larger stakes, seems right at home as the raffish Frank, who’s presented with no extra dimensions. It’s left to Lohman, so impressive in “White Oleander,” to provide a little heft, which she does by investing Angela with a sympathetically charged mix of youthful toughness and vulnerability; pic picks up notably whenever she’s onscreen.

Although yarn ends on an agreeably human note that suggests growth and potential as well as disappointment for those left on the short end of the con, “Matchstick Men” never really casts off its cloak of artificiality and calculation; its pleasures are minor, however distracting they may be.

Obviously inspired by Nino Rota in lighthearted Fellini mode, Hans Zimmer’s score pushes hard to establish an effervescent mood. As usual with Scott’s films, this one is immaculately appointed in all departments, with Tom Foden’s production design combining with a decision to generally avoid familiar L.A. landmarks in order achieve a feel of Anywheresville, U.S.A.

Matchstick Men

Production

A Warner Bros. release of an Imagemovers/Scott Free production in association with Rickshaw Prods. and Liveplanet. Produced by Jack Rapke, Ridley Scott, Steve Starkey, Sean Bailey, Ted Griffin. Executive producer, Robert Zemeckis. Co-producers, Charles J.D. Schlissel, Giannina Facio. Directed by Ridley Scott. Screenplay, Nicholas Griffin, Ted Griffin, based on the book by Eric Garcia.

Crew

Camera (Technicolor, Panavision widescreen), John Mathieson; editor, Dody Dorn; music, Hans Zimmer; production designer, Tom Foden; art director, Michael Manson; set designer, William V. Ryder; set decorator, Nancy Nye; costume designer, Michael Kaplan; sound (Dolby Digital/DTS/SDDS), Lee Orloff; supervising sound editors, Per Hallberg, Karen Baker Landers; assistant director, K.C. Hodenfield; casting, Debra Zane. Reviewed at Warner Bros. Studios, Burbank, Aug. 25, 2003. (In Venice Film Festival -- noncompeting.) MPAA Rating: R. Running time: 116 MIN.

With

Roy Waller - Nicolas Cage Frank Mercer - Sam Rockwell Angela - Alison Lohman Dr. Harris Klein - Bruce Altman Chuck Frechette - Bruce McGill Kathy - Sheila Kelley Laundry Lady - Beth Grant

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