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Remake of 1964's 'Bedtime Story' (written by comedy genius Paul Henning) moves right along with Michael Caine and Steve Martin sharing duties as professional opportunists one-upping each other in a conquest contest.

It's a sort of Martin and Lewis pairing, and, although the comedy is derivative, it's by no means boring or stale, likely due to the talent of the two marvelous leads.

Wonderful European landscapes are a bonus.

Well worth watching.

This film made an impression on me before I even saw it. I was in a theater, and a trailer for "Dirty Rotten Scoundrels" came on. While a voice-over talked about the value of movies promoting morality and civility, you saw Martin and Caine strolling along a beachfront, smiling beneficently as they greet passers-by. Then Caine shoved cotton candy into a kids face while Martin pushed a woman off a ledge.

It's a great sequence, and is featured on the DVD with its own commentary from director Frank Oz (when has that ever happened before?) but a little misleading. Actually, while both men are scoundrels, neither is quite that vile. Caine's Lawrence Jamieson is actually a bit of an altruist, as we find out, with a code of only taking in people who can afford to be taken, and finding ways of spending the money that are not entirely self-serving. Martin's Freddy Benson is less disciplined and more small-time in his cons; he'll steal candy from a baby and tell you it's for his poor sick Gram-Gram if caught, but he is likeable, too, an underdog with little idea how the game is played at the highest levels, but eager to learn.

The fact you can like these characters is a compliment to Martin and Caine, as well as director Oz and the team of writers. Tone is everything with a film like this, and as Oz says in his commentary, so important in making the comedy work. He notes he was going for a 1950s feel in the picture, I'm guessing with Hitchcock's "To Catch A Thief" in mind. The great score by Miles Goodman is solid enough to deserve its own CD reissue, with an air of light sophistication that buoys the proceedings on screen. Most importantly, since much of the comedy involves people taking advantage of one another, having everything put forward in such a gossamer manner helps you digest the story without leaving a bad taste.

Martin shines in many scenes, especially when playing Ruprecht the idiot man-child and when stuck in jail trying to remember the name of the only man he thinks can bail him out ("James Lawrenceton...no, wait, James Jesterton....no, no, it's definitely, um...") I knew Martin could be funny, and with the exception of "All Of Me" this is probably his best comedic performance, but Caine is a revelation. A straight man, yes, but with delicate timing and some clever characterizations that he pulls out of a bag, like an Germanic psychiatrist with some unusual ideas about curing lameness. You forget how good Caine is in comedy, despite his performances in films like this, "Blame It On Rio," and "Without A Clue." Glenne Headly is a revelation as the woman caught in the middle of Jamieson and Benson's scheming, every bit as good as her male counterparts, but say no more.

Great actors, great tone, but the plot is the best thing this film has. It's a remake of a 1964 film "Bedtime Story," which teamed Marlon Brando and David Niven for what should have been a dream team but went flat instead. This time, the script is helped by actors who can not only deliver funny lines but make them funnier, and by an ending (according to Oz in his commentary, one worked out over several long dinner meetings with Martin) that is simply perfect.

Finally, Oz needs to be recognized. He was only making his second non-Muppet film here, but the result in my view is one of the best comedies anyone has ever done. He manages to get the best from everyone, including the actors and cinematographer Michael Ballhaus (some amazing night shots of the French Rivera waterfront you never tire of looking at), and delivers a rare jewel of a film, a laugh-out-loud comedy that leaves you with a warm feeling inside.

Ian McDairmid plays Arthur the butler in this, teaming him with Oz yet again. Almost titled this review "Yoda And Palpatine On The French Riviera;" it's interesting McDairmid plays the one guy in "Scoundrels" who's really on the level.

What a film! "Dirty Rotten Scoundrels" has a really clever plot, in which Lawrence, a high-class playboy (Michael Caine), and Freddy, a petty con man (Steve Martin), make their living by seducing and cheating rich ladies. However, the little French town is too small for both, so they decide to set up a bet in which the loser has to clear the area. Pretty and naive Janet (Glenn Headly) is the object of their contest, and each one of them engages in ever-more ingenious tricks to try to rip her off and win the bet, yet with unpredictable results.

The movie is hilarious, and despite its 15 years' of age, it is as fresh as it has been when it was first produced. Steve Martin of course is the funniest character of all, with his fantastic "Ruprecht" performance being unforgettable. Go ahead and enjoy this film. It is worth it! 9/10.

Director Frank Oz landed the dream team from comedic heaven when Steve Martin and Michael Caine signed on to star in this hilarious comedy of manners and mannerisms, `Dirty Rotten Scoundrels,' a film that manages to be entertaining without being offensive in any way, and features some terrific performances and-- filmed on location in the French Riviera-- some beautiful cinematography by Michael Ballhaus. Made in 1988, this film not only holds up well, but seems so refreshing after a decade of `American Pies' and other such fare featuring one witless, forgettable `talent' after another. It's a reminder that true comedy can have sophistication without necessarily being sophisticated, and that real humor is timeless. This is stuff that was good when it was made, is even better today, and will have you laughing even harder at it twenty, thirty or fifty years from now.

Freddy Benson (Martin) is a small time American con man/aspiring gigolo traveling abroad with his sights set on the Riviera, specifically Beaumont Sur Mer, which he understands is easy pickings for a talent such as his. Why, on the train into town alone, he bilks a compassionate young woman out of dinner and twenty dollars, using the old I'm-saving-up-for-my-dear-old-grandmother's-operation ploy. On that same train, however, observing Freddy's operation from across the aisle, is Lawrence Jamieson (Caine), a big time con artist/gigolo, who as it happens, lives in Beaumont Sur Mer. And instantly, Jamieson looks upon Freddy with disdain; after all, this is a man who has perfected the art of bilking rich young women for sums that fall into five and six digits by successfully masquerading as a Prince or some such Nobility, who needs vast sums of money in order to `save' his country from the Communists, an unspecified opposition, or whatever else will work. Furthermore, it's taken a lot of time and effort to get to where he's at, and he's not about to let the unseemly Freddy Benson cut into his act.

So with the help of his associate ( a local policeman), Inspector Andre (Anton Rodgers), Jamieson sets out to `discourage' Freddy from attempting to get a foothold in Beaumont Sur Mer. But Freddy, it turns out, may not be the unwitting amateur Jamieson presumed him to be-- Andre has just received word that an elusive con artist has arrived in the area; a professional known only as `The Jackal.' And so, the game is afoot; a game that will ultimately bring Jamieson and Freddy closer together, and involve them with a wealthy American named Janet Colgate (Glenne Headly), who will become the focus of more than just a little attention before it's all over. it becomes a contest between the suave Lawrence Jamieson and the unruly Freddy Benson. And the winner? Well, by the end it's clear who the real winner is here-- and without a doubt, it's the audience.

Oz must have had a good time making this movie, because he had all the tools available to him from the best of both worlds. There's the broad, physical humor employed and perfectly delivered by Martin, and the subtle, studied approach that Caine uses. Their styles contrast wonderfully, and Oz certainly makes the most of it. He's put together some scenes that are beyond hilarious, like the one in which Lawrence attempts tutoring Freddy in the art of being suave and sophisticated; or when-- as part of a scam-- Freddy takes on the role of `Ruprecht,' Lawrence's incorrigible, moronic brother. It's in these scenes that Oz seems to give Martin, especially, some free reign, and the rewards are substantial. And it's definitely a joint effort on the part of the two stars; Martin is funny, but it's Caine's response to him that really makes it work. It also demonstrates that Oz knows his territory, and proceeds accordingly.

Caine gives a performance that presents Jamieson as the epitome of charm and experience, in the grand tradition of the likes of David Niven and Cary Grant. This is one smooth operator, and the fact that he lives by a personal `code' that only allows him to bilk the very rich (and only if they `deserve' it), enables you to like him for who and what he is. He's not a guy who's going to let a mark sell the family furniture and car to invest in one of his schemes; call him a con man with scruples. And Caine plays him to perfection.

Martin, however, is the one who really gets to cut loose in the role of Freddy, and without question, he does physical comedy better than anyone since Buster Keaton or Chaplin. Martin can get a laugh just by walking into a room. He invests Freddy with a less than retiring manner, and takes it over the top in his guise as Ruprecht, using his entire body as a vehicle through which he expresses this particular bit of lunacy. And seeing him in action is an absolute riot. As he did so successfully in his stand-up days, Martin parlays a facial expression combined with the most erratic movements of his arms and legs into a visual image that can be indescribably funny. He's one of the select few actor/comedians with a true and innate sense of real comedy, and moreover, he knows how to sell it to his audience.

As the seemingly hapless Janet, Headly does a good job, but it's a role that may have been more conducive to the likes of Melanie Griffith or even Diane Keaton, either of whom would've given the character a decidedly different spin.

The supporting cast includes Barbara Harris (Fanny), Ian McDiarmid (Arthur) and Dana Ivey (Mrs. Reed). Funny and thoroughly entertaining, `Dirty Rotten Scoundrels,' with it's contrasting comedic styles and polished presentation, is a minor classic in it's own right. A winner from the Land of Oz, wherein Caine and Martin are the reigning Royalty, this is one comedy that will definitely continue to withstand the test of time. 8/10.

This film is so smart, so imaginative and so artfully played that it flew over the radar of the average movie-goer when it first came out. Michael Caine is at his brilliant best as the suave Laurence Jamison and Steve Martin's 'Ruprecht' is a comic masterpiece. As Freddy, he's the perfect boob -- smart enough to con women into giving him small sums of money, too stupid to realize there's a world going on around him where the stakes are much, much higher. It is also easy to underestimate the work of Glenn Headly, but once you've seen the whole movie you realize how her simple choices add up to a very complicated performance indeed. Every time I see this movie I laugh out loud.