First-time writer/director team Andy and Larry Wachowski have clearly learned a lesson or two from the Coen brothers, as well as from a slew of smoky, '40s originals. Bound is so lush with noir trappings, it's almost a sort of in-joke. There is Violet (Jennifer Tilly), the gangster moll whose wardrobe consists almost entirely of lingerie. There is Ceasar, her gangster boyfriend who talks tough, flashes hundreds and tortures his Mafia pals for fun and profit. There are Italian dons with big, flank-steak faces, in a '40s apartment building, smoking cigarettes, drinking whiskey and flashing pieces. What more could you ask?

The only thing missing, baby, is a poor sucker to help the moll double-cross her boyfriend. In this case it's Corky (Gina Gershon), a much-tattooed ex-con with a mouth like Ingrid Thulin and a haircut like Jennifer Aniston. She's been hired by one of Ceasar's mob pals to renovate the vacant apartment next door. The apartments are known, by the way, for their paper-thin walls.

When Violet and Corky meet, sparks fly immediately, and it's only a matter of time before they're involved in a plot to scam Ceasar out of a couple of million dollars and get Violet out of The Life in the process. Violet has twitched her way through the unconvincing confession that there's "a little dyke inside her trying to get out," and adds that having sex with Ceasar is a form of work, not play. Corky, who just oozes street smarts, doesn't exactly believe Violet, but she's smitten, and the two decide to pull a caper that depends, at its core, on their unflinching trust for one another.

All this, and Corky and Violet have only know each other for a couple of days. This is basically the plot to The Postman Always Rings Twice and a bevy of other films noir, but Bound has neatly sidestepped the lurking male/female antagonism of the form by pairing off the girls. This is a smart move on the part of the Wachowski brothers. In one fell swoop they've managed to cut to the core of tension in the femme fatale flick (girls against boys) and revitalize the whole thing by creating a new sphere of suspense: Will the women double-cross each other? Who, exactly, will be the bad guy here?

This is a sticky question since everybody comes across as morally reprehensible in this movie, though the women at least seem to have some normal human emotions. We know, too, from watching a lot of other movies in this mold that women in lingerie are expected to be experts in seeming, rather than being: With the mob guys, all their brutality is on the surface, but the mob moll might be hiding a dagger in her girdle. The Wachowskis, though, have the intelligence to take into account all the expectations they're creating by using an ingrained plot, then expertly twisting these expectations. Nothing unfolds predictably in this movie. Everyone is smarter than they seem.

After a carefully planned liberation of $2 million placed in Ceasar's stewardship by the mob, Corky and Violet expect him to run off and leave them rich. But Ceasar (played with feral intensity by Joe Pantoliano) doesn't do what he's expected to, beginning a series of quick, skin-of-the-teeth moves and counter moves that keep Bound fast-paced and surprising. The Wachowskis keep things tightly directed with well-timed camera work and an eye for color--there's lots of blood on white tile--creating a film so visually interesting that it's easy to forget the entire story basically takes place on one set; most of it in one apartment.