Sexy Beast sizzles with the rhythms of language unleashed, with the specific forms of violence that only words can convey. Thanks to the skillful craft of director Jonathan Glazer, writers Louis Mellis and David Scinto, and a cast of seasoned actors clearly relishing the opportunity to stretch, what could easily have devolved into a seen-it-before tale of betrayal and larceny is instead one of the most engaging and delicious genre tweaks to come along in some time. Dominated by Ben Kingsley's foul-mouthed, seethingly intense performance as a mid-Ievel gangster consumed with heartbreak, fear, and self-loathing, Sexy Beast constantly surprises, unfolding and reinventing itself in unexpected ways.

Opening in Spain's sunbaked Costa del Sol, the film finds British expat Gal Dove (Ray Winstone) enjoying all the benefits of a gangster's retirement. With his luxurious house, gorgeous and adoring wife, and similarly situated friends, all he really has to worry about is his tan. Then, an absurd event occurs: a massive boulder rolls down the hillside, almost crushing him before plunging into his pool, an ominous sign that destruction merely lies in wait, never having been truly left behind.

With one phone call, announcing the imminent arrival of Kingsley's Don Logan, Gal's blissful world is plunged into chaos. Flying in ostensibly to browbeat Gal into participating in one last robbery, Logan has no sooner arrived than he unravels, revealing an unlikely core of tenderness buried within his obscenity-spewing belligerence. There's a turn of events and Gal, his hand forced, flies to London, back to the treacherous precincts of overboss Teddy Bass (Ian McShane), who is organizing the robbery of a high-security bank vault. Though at film's end he returns to his Spanish idyll, Gal now knows that no matter how much distance he puts between himself and his former way of life, there'll always be another call.

With numerous acclaimed spots for Guinness behind him, as well as music videos for such notables as Blur, Radiohead, and Nick Cave, director Glazer could have easily gotten hired on a big-budget special-effects dazzler. He deliberately went in the opposite direction: "I purposefully chose something dialogue-intensive and character-driven, sort of simple," he says. "I wanted to learn. It felt silly to accept a script with huge visual set- pieces -that seemed dead to me. People would say, Oh, style over substance, and that led me to something else."

Having been initially attached to an adaptation of Mellis and Scinto's play Gangster No.1, Glazer began working with the writers. When casting disputes with theproducers led to their collective departure from the pro- ject, Mellis and Scinto presented Glazer with an unproduced play they thought wou.ld make a good film. After veteran producer Jeremy Thomas had been enlisted, the Beast was slouching its way to the screen.

Coming as it does at the end of a recent spate of mediocre youth-ariented British Gangster films inspired by Lock, Stock and Two Smoking Barrels, it would be easy to dismiss Sexy Beast. But this seductive film gets under your skin, and aims at something darker and richer than mere genre revisionism. (As Glazer remarks offhandedly, "I hope I've got more interesting things to say.") Whereas the films of the post-Guy Ritchie brigade are awash in schoolboy fantasies of gangster chic, Sexy Beast is about the struggles of older guys trying to get out. No one here wants to be Ronnie Kray (the British equivalent of John Gotti) -- quite the opposite. As Gal and Don lock wills, their contest takes on dimensions far beyond the details of a jewel heist. Constructed around their extended confrontational dialogues, the film becomes increasingly hypnotic, mesmerizing in its patter and pacing, erecting intricate structures out of the two gangsters' spiraling verbal duels.

Perhaps fighting his own instincts as a director honed on the fast cuts of the commercial world, Glazer shot Kingsley's scenes with Winstone sparingly, with a stillness that intensifies the ominousness of their exchanges, as if the whole world were turning on their very words (and as far as Gal is concerned, it does). After building to a heated moment in Gal's kitchen, Glazer places the camera at the far end of the room and lets the actors do their thing, with Kingsley storming in and out of frame as if nothing can contain the ferocity of Logan's jealousy and rage. As Glazer explains, "There's something brooding in the film, smoldering rather than flaming. I needed to maintain something architectural; I wanted to let all movement and behavior happen within still frames.

"There's a lot of ingredients to the film," he continues. "There's the heist, the love story, the psychodrama, and the macabre details and fantasy elements; they're not immediately compatible with one another. It's probably me trying to make life difficult for myself, but I do enjoy things that shouldn't go together being together." This combinatory impulse, the synthesis and fusion of disparate elements, strongly marks Glazer's commercial and video work as well. In one of his earliest videos, for Blur's "The Universal," Glazer presented the band as space-age cabaret hooligans, conjoining the clean, spa cious future-shock of 2001: A Space Odyssey with the menace and eyelashes of A Clockwork Orange. Forever hinting at something darker beneath the bright surfaces of pop, Glazer's most notorious video, for the track "Rabbit in Your Headlights" by the techno collective UNKLE, sent French actor Denis Lavant walking through a busy traffic tunnel to be hit repeatedly by oncoming cars. Turning the process of glamorization on its head in order to explore the underbelly of our collective psyche, Glazer might be the English answer to David Fincher.

Anchored by acting and dialogue that make gutter language sound like poetry, Sexy Beast turns out to be a prime piece of genre revisionism after all -- a film that could easily have been something familiar but is in fact something new. With more on his mind than powerful guns and high-style suits, Jonathan Glazer has maneuvered the nouveau-gangster film into a meditation on love, jealousy, betrayal, and other weaknesses of the soul.

Mark Olsen is FILM COMMENT's associate editor.