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Written and directed by Alan Rudolph

Murphy and Pryor. Skywalker and Kenobi. Amos and Zeppelin. Regardless of the creative universe, the maverick apprentice tends to stride off into territory beyond the edges of the master's map. So it is with Alan Rudolph, whose career blossomed after serving as assistant director to Robert Altman on Nashville in 1975 and sharing a writing credit with him on Buffalo Bill and the Indians, or Sitting Bull's History Lesson the next year. Since then, as Rudolph has staked his claims with expansive and erratic enthusiasm (try, for instance, a triple feature of Roadie, Choose Me and Mrs. Parker and the Vicious Circle), the two have remained close, with the prolific, laser-sighted Altman producing several of Rudolph's projects, including his latest treatise of whimsy, a self-proclaimed "screwball noir" film called Trixie.

Emily Watson (Breaking the Waves, Hilary and Jackie) sets aside tragic romance for a moment to become the emotionally astute but verbally challenged Trixie Zurbo, a humble Windy City security officer and relentless Ms. Malaprop: "If you don't have clues, the bread and butter can be cut out from right under your feet, and then there's only one person to blame -- each other." Fed up with the random violence of her retail beat, she moseys up to a small resort town to work undercover in a lakeside casino. The low-profile gig affords her friendship with Kirk Stans (Nathan Lane), a cabaret crooner and ex-con with Rich Little's voice box. A rake named Dex Lang (Dermot Mulroney, tactless sinew) is irresistibly drawn to Trixie's naïveté and creative wording (she sees that he's "a real statue of Adidas"), and she takes a shine to Ruby Pearli (Brittany Murphy, sass incarnate), a street-smart barfly of questionable repute.

After a bit of awkward sexual interrogation in a homey mom-and-pop diner, Dex coaxes Trixie out onto the little luxury yacht of his boss, a vulgar developer named Red Rafferty (Will Patton). On deck, amid assorted henchmen and lurid shadings ("They look like fornographers!"), she encounters Drummond Avery (Nick Nolte), an oozingly corrupt senator who instantly catches her syntax virus: "If you can't keep quiet, shut up, comprende?" Expelled from the cruise, she returns to shore to get happy-handed with Dex, until said henchmen rough him up, demanding an incriminating videotape. Trixie leaps into action, and, before you can say Foul Play, a host of dangerous variables come pouring out of the woodwork. With a knowing nod, Lane's showman surmises: "The sword of Damocles hangs over Pandora's box!"

There is a mysterious murder in Trixie to drive the plot along, but the point here isn't focusing on who did it but, rather, watching Trixie pursue justice "by hook or by ladder." Her instinct so overpowers her intellectual prowess ("Inside, I'm outgoing!") that she's almost a female version of Peter Sellers in Being There. Clearly Watson is having a ball escaping eternal amalgamation as a masochistic Irish cellist, and although her cuteness toes the line of nausea, it never crosses over for long. It may be a stretch to buy her as a Chicago cop, but it's easy to identify with her bent linguistic aspirations. One wonders how many takes it took for her to play these lines without grinning.

As the leering, stone-faced, silver-haired senator, Nolte -- who cavorted in drag for Rudolph's splendid Breakfast of Champions last year -- once again proves he's quite a good sport, allowing his mad lust to pour forth in an upscale watering hole. His crooked, detached politician is the anti-Trixie, "sworn by an oath not to go beyond the bounds of reasonable dishonesty," and the tight exchanges between the two are truly inspired. Lane plays the other side of the fence, exaggerating every word and gesture ("Norman! The loons!" he cries, aping Katharine Hepburn for no particular reason) as if he's the only one smart enough to get the joke. Everybody else acts like a regular person -- i.e., sociopathic.

It's easy to distinguish Rudolph from Altman, because he's neither as scathing (The Player) nor as wacky (Popeye) as his mentor. Not unlike Sam Raimi (The Evil Dead), he started off with schlock (1973's Nightmare Circus, a.k.a. Barn of the Naked Dead -- no kidding), gradually littering his visions with unexpected quirks, like the punkish types dropped into a 1920s salon in The Moderns. With his ever-evolving talent roster -- from Keith Carradine and Geraldine Chaplin through Lara Flynn Boyle and Nolte -- his projects feel like family reunions, usually set in a netherworld America. Trixie nicely fits this mold, and even if your knee remains largely unslapped (mine was stinging), you can't help but catch Rudolph's philosophy: "Hey, nobody's human."

Opens July 28 at the Tivoli.

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