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Director Lee Daniels' strange and exotic "Shadowboxer" admirably jostles and upends the fatigued killer-for-hire genre. One person's transgressive cinema, though, may be another's pretentious claptrap, and pic faces a possible B.O. mission impossible in a national midsummer release mix of arthouse and urban markets.

Mikey - Cuba Gooding Jr. Rose - Helen Mirren Vickie - Vanessa Ferlito Neisha - Macy Gray Dr. Don - Joseph Gordon-Levitt Precious - Mo'Nique Clayton - Stephen Dorff

Producer and first-time director Lee Daniels’ strange and exotic “Shadowboxer” admirably jostles and upends the fatigued killer-for-hire genre. For starters, assassin partners Cuba Gooding Jr. and Helen Mirren are also lovers, while hardly any story element in William Lipz’s baroque screenplay is presented in standard chronological order. One person’s transgressive cinema, though, may be another’s pretentious claptrap, and pic faces a possible B.O. mission impossible in a national midsummer release mix of arthouse and urban markets. Vid and cable should nonetheless hit bull’s-eyes.

Despite a salad bowl full of themes and storylines, “Shadowboxer” is centrally concerned with how a parent’s lifestyle can be passed down to a child. In this and its serpentine manner of presenting past and present (not only flashbacks galore, but flashbacks within flashbacks), pic actually recalls the wild, paranoid fiction of Richard (“The Manchurian Candidate”) Condon. While some nonplussed auds will doubtless laugh back at the screen, the film’s sheer daring can’t be denied.

Pro assassins Mikey (Gooding Jr.) and Rose (Mirren) live together and more than care for each other: She’s slowly dying of cancer and talking of God, but seems rejuvenated when he makes love to her.

Opening flashback establishes that Mikey’s father was a hit man outside the home and a wife-abuser inside, and who discovered his son’s fascination with guns. Currently, grown-up Mikey picks up assignments from a mild-mannered man in a wheelchair (Tom Pasch) at a spot that looks like ancient Rome but is in the U.S.

First seen torturing a gossiping ex-associate with a broken cue stick, Clayton (Stephen Dorff) is a bad-ass crime lord who rules by terror and owns a mansion complete with an apparently free-grazing zebra.

Clayton, who suspects his wife Vickie (Vanessa Ferlito) of infidelity, hires Mikey and Rose to kill all those who witnessed his violence with the cue-stick. The couple, dressed in sleek black and with a dancerly silence that would make Irma Vep envious, efficiently off one after another in the mansion, until it comes time for the pregnant Vickie.

After aiming a silencer at her a minute before, Rose delivers Vickie’s baby. As shown here, “Shadowboxer” throws starkly different emotional right and left hooks that make it nearly impossible to forecast where it’s headed, and what new surprises it’ll unpack.

Rose and Mikey take Vickie to Dr. Don (Joseph Gordon-Levitt), whose patients often are criminals, and his buxom nurse/lover Precious (Mo’Nique).

The waltz-like rhythm of Mario Grigorov’s score (plus such interesting additional music as an Astor Piazzolla tango) are heard as Daniels weaves past and present together.

The rather literary and perhaps overly mannered quality of the storyline with Mikey and Rose, however, runs a deliberate collision course with the other –Clayton’s determination to track down Vickie. There are times when “Shadowboxer,” even at 90 minutes, may feel like it has too much in it for one movie, but the sheer excess is also magnificently rendered by Daniels, whose frames spill over with visual information.

Thesps put it all on the line, with Mirren coming off nobly in yet another gutsy perf. Gooding Jr. is on his best behavior, never mugging and managing to convince that he’s both a killer and very much in love with Mirren.

Pic is packed with sparkling supporting turns, from Ferlito (in a role that’s almost a co-lead in size), to Dorff, Gordon-Levitt, Mo’Nique and a funny, woozy Macy Gray.

With its richly textured colors, M. David Mullen’s camera is less inspired by film noir than by Gustav Klimt, and production and other design elements (with Vivienne Westwood credited with costumes for Mirren, Gooding Jr. and Ferlito) are similarly gorgeous and opulent. Pic received prior fest exposure in an unreviewable telecine print.

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Production: A Teton Films release of a Teton Films and Lee Daniels Entertainment presentation. Produced by Lee Daniels, Brook Lenfest, Lisa Cortes, David Robinson, Damon Dash. Executive producers, Dawn Lenfest, Tucker Tooley. Co-producers, Valerie Hoffman, Simone Sheffield. Co-executive producers, Sharon Pinkenson, Marvet Britto , Kareem "Biggs" Burke. Directed by Lee Daniels. Screenplay, William Lipz.

Crew: Camera (Technicolor, Panavision widescreen), M. David Mullen; editors, William Chang Suk Ping, Brian A. Kates; music, Mario Grigorov; music supervisor, A. J. Azzarto; production designer, Steven Saklad; art director, Tim Galvin; set decorator, Chryss Hionis; costume designer, Teresa Binder-Westby; sound (stereo), Thomas J. Varga; sound designer, Blake Leyh; supervising sound editor, Ben Cheah; creative consultant, Andrew Sforzini; associate producers, Chase Lenfest, Doreen S. Oliver-Akinnuoye, Thomas Fatone; assistant director, Fatone; second unit directors, James Guerriero, Rob L. Tyler; second unit camera, Richard Rutkowski, Doug Pellegrino; casting, Billy Hopkins, Suzanne Smith, Kerry Barden, Leah Daniels-Butler. Reviewed at Charles Aidikoff screening room, Beverly Hills, July 14, 2006. (In Toronto, San Sebastian, Rio, Santa Barbara film festivals.) MPAA Rating: R. Running time: 93 MIN.

With: Mikey - Cuba Gooding Jr. Rose - Helen Mirren Vickie - Vanessa Ferlito Neisha - Macy Gray Dr. Don - Joseph Gordon-Levitt Precious - Mo'Nique Clayton - Stephen DorffWith: Tom Pasch, Cullen Clancy.

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