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Now, I'm not going to slap this movie on my Top 10 list or say it deserves an Oscar nod, like many critics have exclaimed, but I will say it's something different. First of all, it's real. Not an artificial Hollywood shoot 'em up or disaster flick. This is a film about the human struggle. There's no violence or sex, and if it weren't for about 7 uses of the "f" word "Changing Lanes" could've easily earned a PG-13. So don't let the R-rating fool you.

There are three main reasons why I checked out this movie: Samuel, L, Jackson. Needless to say, he's a terrific actor and worth seeing in whatever he does. He's one of my favorites, and he delivers another powerhouse performance, taking on a role somewhat different from his recent roles: he plays an average Joe. We're introduced to his character, Doyle Gibson, who's a very nice guy simply haunted by mistakes in his past, one being alcoholism, which led to a divorce. And now he's attending AA meetings and buying a house for his two kids, hoping he will attain custody of them. Ben Affleck is good and charismatic. I didn't sympathize as much with his character, but that doesn't make him an antagonist. Neither characters are saints, nor are they sinners. That's good, because it's never completely effective to include characters who are entirely sympathetic. They're both mature adults, but they resort to juvenile acts of revenge in hopes that they can undo what happened. Sydney Pollack is great, as Affleck's egotistical father-in-law, proving his talents in front of the camera are just as fine as his talents behind the camera. I wanted to see more of the beautiful Amanda Peet, but she only has approximately 7 minutes of screen time. So I'm guessing that topless scene I heard mentioned didn't make it to the final cut. Oh, well. William Hurt, who seems to do a movie every 5 years, unfortunately has a small, thankless role as an alcohol counselor.

The script is well-written, and the film is a lot more character-driven than ones of recent years. I loved that scene in the bar where Sam Jackson sits in a lonely bar, listening in on two white guys badmouthing Tiger Woods. He lashes back with a terrific monologue, and later ends up punching them out. Some directors would've cut that scene out, overly concerned about the film's pacing, but I'm glad this time that wasn't the case. However, the ending seems a little fake. It's just too happy for its own good. But that's the only element of the movie I found forced.

My score: 7 (out of 10)

When `Changing Lanes' first opens, the viewer is presented with a montage of jagged credits, trendy jerking photography cruising NYC streets, and electronic beats that are so cool they could be used for cryogenic freezing. It quickly seems apparent that this film is simply a star-vehicle for Ben Affleck and Samuel L. Jackson; it seems apparent that this is a cold and impersonal genre-exercise for a successful comedy director, Roger Michell (`Notting Hill'), to branch out; it seems to be all these things until the end of this sequence when the camera glances out the window of a school bus out onto the New York City skyline, and there we see it: the World Trade Center. Unlike Sam Raimi's upcoming `Spider-Man', delayed after September 11th so that the WTC could be digitally removed, this is a film unafraid to date itself, and unafraid to look at human truth.

Affleck plays the role of the oddly named Gavin Banek (did they take the name ‘Ben Affleck', throw it in a blender, and add some new letters for good measure?), a high-power lawyer on the verge of becoming one of the partners at his law firm, alongside his father-in-law. Jackson is Doyle Gibson, a reforming alcoholic father of two clawing his way out of his hole and trying to save his marriage. On a critical day in both their lives, Doyle going to court to try winning joint-custody, and Gavin on his way to seal his career-making case, the two get into a minor accident on the FDR turnpike, causing Doyle to miss his hearing and Gavin to accidentally give Doyle a signed document that is critical to his case… and it all unravels from there.

The two tumble in a daylong haze of malice and self-destruction, sabotaging each other's lives. Whenever either decides to throw in the towel and do the ‘right' thing, it is too late and the other has already escalated it to the next level. His life quickly falling down around him, Gavin begins to examine it for the first time, taking a deep look into his wife, his law firm, his boss/father-in-law, and himself… ultimately questioning his motivation for trying to retrieve the document in the first place.

This is where the film really shines: many movies ask the question ‘what makes a man?' but `Changing Lanes' does it with honestly and authenticity. The screenplay, by Chap Taylor, asks if it is success, or if its providing for one's wife and kids, or if its true goodness, avoiding superficiality and delving into the motivations for each. In one telling monologue, Gavin's father-in-law, played with perfect tone by Sydney Pollack, says, `At the end of the day, I do more good than harm. What other standard have I got?' Unfortunately, the movie does not really ask the question of what makes a woman, even though both wives show real strength. The movie does not even seem to suggest that Gavin and Doyle's struggles could even be applied to women (obviously they could, had the movie explored that).

Jackson, always an excellent actor, is great as Gibson even if he has performed better before. Surprisingly, in this film Affleck's acting actually seems to surpass Jackson's in this amazing performance that is probably the best we have seen from Affleck so far.

All of the characters in the film, including minor-roles and extras, all exhibit a very human feel, and seeing real-feeling people on the screen has always been something rare and not to be taken for granted. The viewer comes to care about everyone in the picture: Gavin, Doyle, their wives, the guy at the bank, even the stranger at the bar.

New York City itself is alive in this movie: it breathes, coughs, and gasps with Salvatore Totino's shaky, unsaturated, claustrophobic photography. Totino really looks at people and the city in the face, and does not try to make them prettier or uglier than they are. David Arnold's original electronic score is a refreshing change from the very poor attempts at orchestral music that most movies are now filled with. Arnold's score very effectively sets the mood and reinforces the tempo of the movie.

`Changing Lanes' is a success for Roger Michell that shows us that a movie can have major stars, be entertaining, glossy, substantial, and pensive all-at-once.

`Changing Lanes' is rated R for a fender-bender, destruction of office equipment, unseen infidelity, a shot of the World Trade Center, and honest depiction of the human condition.

Here's a totally offbeat film, about as non-mainstream as you could expect despite the presence of two A-listers in the dual leading roles. It's a character study of motivation and the forces which drive sane people to commit insane and unpleasant acts. It helps greatly that the leads are played with such skill and charisma as actors Samuel L. Jackson and Ben Affleck can muster. Jackson is as intense as ever, but also unusually heart-warming in the emotional moments; Affleck puts in his best performance to date here as the vain but weak young lawyer, and the result is highly effective. The scenes in which the leads share screen time are very effective.

The story is slow-paced but this works in the film's favour, building up a realistic picture of life in New York and carefully developing the characters along the way. There are many twists and surprises in the cat-and-mouse game played out between the two men, and it's never quite possible to predict the outcome for this is an edgy, sometimes unsettling movie. In the end things do get a bit preachy and syrupy, but this doesn't matter, because the film's message is a strong one and the dialogue is not spoon-fed to the audience, a failing of so many modern films. Instead this is a film that doesn't underestimate the viewer, that is worth a look thanks to being so unconventional and intelligently-written and made.

The story of what happens one day in New York when a young lawyer (Ben Affleck) and a businessman (Sam Jackson) share a small automobile accident on F.D.R. Drive and their mutual road rage escalates into a feud.

What I find interesting is that comments on this film tend to be regarding which side to take, with some saying Jackson is "vile" or Affleck is "selfish". And, really, that is part of the beauty of this movie -- we naturally want to pick a side, like one guy and dislike another. But they are both flawed people.

Affleck is selfish, cheats on his wife, cuts off a guy's credit, flees an accident... his only redeeming quality is he is the only non-corrupt member of a law firm, though that hardly makes up for his failings. Jackson has a terrible temper, breaks things, has little self-control and is an alcoholic. Sure, he wants to reunite with his kids, which is noble, but maybe he should not be able to. Even if he had received Affleck's insurance card, he still would have been late for court...

Spoilers.

Changing Lanes is much more complex than the trailer leads you to believe. From the preview, you'd think it is an action fan's over-revved, simple-minded revenge thriller with lots of vehicular mayhem. Believe it or not, it does more peeling back of the layers of insulation of the affluent/powerful end of the social spectrum than any film I have seen lately. (--And not in the way the disappointingly too-pat-to-downright-absurd 'John Q' did, either.)

It's a film noir, and one of the darkest at that, full of despair, cynicism and scathing revelations about human nature. It seems to say-- or really, and this is a major distinction, to be about characters some of whom believe-- that we all make deals of personal expedience with Morality, that no one escapes life formation uncompromised and therefore able to comment on or judge anyone else's choices or actions. It's the old amoral, nihilistic/relativistic universe routine, which says concepts of fairness, justice or morality are quaintly irrelevant, that stuff just keeps happening, always has and always will, que sera sera.

My favorite scene, which was revolting and ugly and creepy as anything in any horror film you can name, is when Affleck sits down in a fine restaurant to discuss with his wife the morality of the situation he has been sucked into and is getting in deeper by the hour. He recognizes rightly that his game of oneupmanship, and win-at-any-cost has gotten insanely out of control. He is beginning to question it all, everything in his life. He comes to his wife for solace, direction, insight, a hint of moral rectitude, any help she can offer. She helps him, alright-- by saying she knows he does dishonest things (like having an affair with a woman at the office, which up until she springs that, he thought was his little secret) and that she could have had an honest husband, if that was all she wanted. --Why would she make a scene over an infidelity and risk interrupting the flow of her resources, anyway, she asks. He splits the dinner, dazed and even more desperate. In the next scene we witness him doing more of those very things he has just been having moral anguish over. (Maybe he can't recognize the feel of moral anguish at first.)

The Affleck character has a tremendous amount at stake, courtesy a pretty nifty plot hook, that keeps him up to some very dirty tricks. Sure, he doesn't want to risk interrupting the flow of his resources, either. But I think it's clear that the real reason he keeps doing crummy things is because he is a man compulsively drawn to the rewards of a destructive mode of behavior. Others gamble or drink or eat too much. Affleck works the system, lying, cheating, and treating all people like garbage. That's his high, his inescapable need. He can't quit. (Late in the film, he agrees to hire an idealistic young intern because, he laughs uncontrollably to himself, he wants to see what the intern's optimism and altruism looks like after 5 years of hard weathering by his no-rules-in-life employer.) Affleck is sick, and while he finally recognizes that sickness, he resigns himself to keep doing the same thing because, as his boss tells himself, he is willing to believe he has done more good than harm at the end of the day. The Affleck character's motivations for being extra bad, in the episode of his life we glimpse here, are strong enough to keep Changing Lanes from being just another American psycho study; it's easy to believe we could turn Affleck, given a similar circumstance in our life.

The ending is a somewhat forced positive one, but not nearly as much a sell out as is usually the case with a made-by-committee major commercial film. I give the whole enterprise 8.5 out of 10 stars.