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Frears's 'The Grifters' is a bizarre noir-style disturbing thriller with dark undertones of themes such as despair, greed, incest and murder. Unlike most con thrillers, this one does not focus on tricks. Rather it focuses mainly on the characters. Lilly is in it big and she needs (or wants) money. Roy is frustrated and is in an ambivalent state. Myra, uses her weapon of seduction to have her way...including getting Roy back into the game. Then there's a fourth character, money. Which tangles them into a lethal web resulting in severely extreme consequences. It starts off a little slow as the three lead characters are introduced but the pace picks up in the proceedings. The twists and layers are well done as the viewers move back and forth into hating and liking the characters. The final sequence between Huston and Cusack is among the most unsettling scenes and it was brilliantly executed. Yet, 'The Grifters' is far from my favourite Frears film. I pretty much loved his other movies like 'High Fidelity', 'Dirty Pretty Things', 'Mrs. Hendersen Presents' and so on but I felt this movie lacked something even though I myself am a big sucker for weird movies. The three leads deliver solid performances. Cusack is finely restrained and quite intense. Bening is suitably perky, slutty and malicious. Huston is a knock out as she delivers a chilling performance. The score is quite low key (usually a piano track) except during dramatic sequences. The lighting has been well done. 'The Grifters' is intriguing and quite a departure from the usual con flick. In the end, it leaves an unsettling taste.

Man, talk about a slow-burn. Going into The Grifters I was expecting a slick and quick-paced con thriller, but what I got was something much darker and much more absorbing. Director Stephen Frears, working off a script by Donald Westlake (adapted from the Jim Thompson novel) lets these characters get established before they start to bring us into the tangled web they are all weaving.

Roy Dillon (John Cusack) is a con man pulling small jobs every day to slowly build up his savings, while his girlfriend Myra Langtry (Annette Bening) is doing anything she can to get by and his mother Lilly (Anjelica Huston) is working on a long play of her own. The tagline of "Who's conning who?" always makes me roll my eyes, but it's actually an accurate portrayal here, as these three play each other back and forth, while the film itself is pulling the veil over the audience.

The Grifters is a brooding noir that throws back a lot to the '40s and it's Hitchcock roots, including some direct homages that feel appropriate for the story rather than cheap rip-offs. The film delves into some potentially melodramatic moments at times, but Frears is able to keep things in tune with it's seething roots as opposed to letting things get too theatrical.

All three actors are working at top form here; Cusack was just starting to break out and this role should really be considered more among the best of his career, Huston steals the show in every scene and Bening (someone I've always despised) is seductive and very compelling. I thought that Bening was phoning it in a bit at first, but as more is revealed about the character you realize that she's conning herself as much as she is everyone else. Frears crafts this one with a great tone that the actors play into very well, with some powerful sexual undertones and a dynamite finale.

Well, I have to say, with the three main actors, and all the excellent supporting actors, I thought this would really be my kind of film. But it wasn't. I think it was mostly me - I was wanting to watch a movie about grifting, maybe a dark version of "The Sting" or something like that. But this movie is true to it's title - it's about the grifters themselves, not the grift. And I really didn't care about these three that way. So, my rating is based more on what I wanted to see rather than what I actually saw. I needed more grift!!!

Most films have one, and only one, protagonist around whom the story is told. But "The Grifters" has three, all of them petty swindlers, desperate for quick cash or good odds at a "long con". And it's the personal relationships among these three criminals, complex, sometimes dark, and almost always motivated by survival, that make this film a pretty good bet.

Roy Dillon (John Cusack), is a trickster, a loner, "on the grift" for the "short con", strictly a nickels and dimes man. His mom is Lilly (Anjelica Huston); she's a middle-aged lady with white hair; she's seductive, cold-blooded, and tough as nails; she's been around the block a few times. Roy's love interest is Myra (Annette Bening), a shapely, fun loving babe who uses her charms to con rich businessmen. These three people are highly manipulative and scheming, on-guard, and mistrustful of each other and the rest of the world.

The film's tone is bleak and gloomy. There's very little "heart" in this film. And that's a problem, because I found these characters not very sympathetic. They lead lives of quiet desperation, grimy and tawdry. Still, "The Grifters" is a crime story in the best tradition of Dashiell Hammett and Raymond Chandler, a pulpy melodrama about the underbelly of urban America.

The film's structure is conventional, and contains a number of flashbacks. The set-up is tediously long. The second half of the film is better than the first half, in my opinion, because the second half contains more suspense.

Dialogue is direct and tough, like when Lilly makes her point to the ambulance driver who takes Roy to the hospital and is skeptical about Roy's chances for survival: Says Lilly: "My son is gonna be alright, if not, I'll have you killed". Later, she explains the facts of life to her son: "Grifts like anything else Roy, you don't stand still, you either go up or down, usually down, sooner or later". Yes indeed, it's a tough life being a "grifter"; but Lilly is one tough broad.

The film's color cinematography is fine. And the film has a terrific title sequence and a great Elmer Bernstein score at the beginning. Editing, costumes, and production design are all credible.

If you're in the mood for a gritty, bleak story of petty criminals in a well made modern film, "The Grifters" is a good choice. As a bonus, the DVD has an exceptionally good Commentary, with insightful comments from Director Stephen Frears, and actors John Cusack and Anjelica Huston.

This is one mean movie. It seduces, wraps your arms around you, and they guts you and leaves you stunned. Directed with striking precision and focus by Stephen Frears ("Philomena", "The Queen"), and written by Donald E. Westlake, one of the literary princes of crime fiction, and based off pulp author Jim Thompson's pulpy novel, in a manner so intricate with detail, so hardboiled that it cracks under the weight of each step it takes, one twist of the knife after another.

It's all too good to be true for this neo-noir, even when Martin Scorsese's producing it. Then comes the actors – and my word, are they fantastic in their roles – John Cusack is sly yet undeterred in a role that is a slightly more edgier variation on Humphrey Bogart, with a cross of Lee Marvin, to boot; Annette Bening is simply drop-dead sexy as the woman who thinks she knows it all, yet is a timebomb waiting to explode. The real star of the show is Angelica Huston in a well-deserved Oscar nominated performance, perfectly balancing the ruthless, desperate act with a honest, focused, motherly concern that doesn't feel cliché at all.

Who knew modern day, sunny Los Angeles and Phoenix can be the backdrop of so seedy a neo-noir, perhaps the best since Chinatown? Frears, Huston, Cusack, Bening, Westlake, cinematographer Oliver Stapleton and composer Elmer Bernstein deserve all the praise they can get for creating something so seedy yet starkly beautiful in retrospect.