2 DAYS IN THE VALLEY (1996) ***

The characters have a strong family resemblance to the creatures of Quentin Tarantino, with a nod to David Lynch, but they are relatives, not clones. They criss-cross paths in a choreography that recalls (from a lot to somewhat) those of Robert Altman, Robert Rodriguez ("El Mariachi,"" Desperado") Richard Linklater ("Slacker"), Wayne Wang ("Smoke") and other, mostly newish filmmakers.

The cast has James Spader as a diabolically sadistic killer, so chilling that he makes many other cold assassins look like ice-cream; Dany Aiello as a very Italian-American hitman on the skids who is employed and exploited by Spader; Becky Foxx as a divorcee would-be victim; the Brit Gregg Cruttwell (whose feature debut was in the marvellous "Naked") as an obnoxiously self-centered art dealer with acute kidney-stone pains; Glenn Headley as his ill-treated secretary; Paul Mazursky as a has-been, suicidal Hollywood writer-director; Marsha Mason as the art dealer's sister; Jeff Daniels and Eric Stoltz as a pair of mismatched vice detectives. Others flesh out the story.

The film's kernel is a devilishly convoluted, outlandish yet clear plot that deals with money, a stash of $30,000. This is a sum too small by today's standards to justify so much mayhem, but then, to it is added an unknown, presumably larger amount of insurance money.That other money is dragged into the tale in a most improbable way. I won't let the cat out of the bag, but when you see the film, think of the status of the beneficiary and you'll see what I mean.

Then again, logic is not the movie's purpose. Beyond some very unlikely or far too coincidental meetings there is a whole list of items ranging from the improbable to the impossible. Among them: a bulletproof vest, a person who is immune to a humongous car explosion, kidney stones used as a red herring, shoot-outs as weird as those in some Westerns, skylophobia (fear of dogs), unexpected cinephilia (the Mason character), a Norwegian spandex queen who sounds as Scandinavian as Marilyn Monroe ... I'll stop here for fear of giving away the story.

Crazy though it is, the story is suspenseful , entertaining in its bloody way, and bloody well played. The actors ham it up (or down) skillfully. In his despair, Paul Mazursky (the director and occasional actor), is actually touching. His love for his dog adds to the pathos. The underworld figure Aiello is irresistibly simpatico, funny (especially when he cooks for his captives), surprisingly kind and decent. Headley's sparse dialogue and reactions quickly establish her as a natural sweetheart (no saccharine here). The insufferable Cruttwell reminds me of the cynical publisher in TV's "Dream On." Teri Hatcher, always a bridesmaid but never a bride in winter sports, is miles away from her Lois Lane of TV's "Lois and Clark." Jeff Daniels, bearded twice in succession (after "Fly Away Home") is credibly cast against type as an overbearing policeman on the psychotic side. Eric Stoltz has a warm presence. And so on down to incidental characters. Louise Fletcher, in a mere walk-on role, creates a likable character in a matter of seconds. With more lines but still in a supporting role, Austin Pendleton delivers a creepy-funny performance.(He is the jerky, talky small-time actor who, meeting Mazursky in a park, jokingly and cruelly twists in him -- figuratively speaking-- the knife of failure). Even Mazursky's terrier Bogey and Cruttwell's pit-bull Marc deliver. When you accept the fact that this is more fantasy than realism, every creature in the cast has its function.

Theirs is not true ensemble acting since characters don't bounce all that much off each other, yet, within the oddball combinations and permutations, it is good, skilled professional playing. There is also a savvy, ironic feel for the Valley, one that should affect viewers familiar with the place though not the many who have merely heard of the Valley's malls and the Valley girls.

The dialogue is lively, the sets are eye-catching, the cinematography by Oliver Wood ("Mr. Holland's Opus") is excellent, minimally showy, ungimmicky, often lyrical in unexpected ways, as when Mazursky walks his dog. His sense of camera placement is clever without being showoffish or gimmicky. The frequent close-ups and extreme close-ups reinforce people and events. For this type of picture, you could almost call the photography subtle.

"2 Days" is instant gratification. What it will look like ten years from now is anybody's guess. I say "instant" because, in a manner that is typical of most U.S. films --whether Hollywoodian or Independent -- there are no residues or reverberations that stay on in the viewers' hearts or minds.

While the characters function very well, there is no eal depth or dimensionality to them. Typically, character complexity is replaced by character colorfulness, This can entertain but has limited staying power.

Making his feature-film debut here is writer-director John Herzfeld who has much TV experience. When he says: "For me the entire movie is about redemption--how someone can save another person, and thereby save themselves" he is merely spouting pretentious hokum by trying to add a subtext to a film that is all surface.

The movie fits a certain new current which will increasingly beget imitations. This is dangerous, since, in showbiz parlance, topping a gag or a situation often works, but topping the topper, like a trapeze act without a net, can lead to disasters. Think of wise Johnny Carson who would make a joke, top it, then sometimes try to go himself one better. Generally this third stage was greeted with friendly audience boos. A masterfully sheepish Carson would tell them :" I know, I shouldn't have tried for three."

That said, whatever the future holds, I must admit that when I left "2 Days" I was thinking in terms of a ** 1/2 rating. Later though, with harder reflection, it was easy to upgrade it to ***.