Read My Lips (Sur mes levres) (France, 2001) *** 1/2

Directed by Jacques Audiard. Writtten by Mr. Audiard and Tonino Benacquista. Photography, Matthieu Vadepied. Editing Juliette Welfing. Set design, Michel Barthelemy. Music, Alexandre Desplat. Producers, Jean-Louis Livi and Phillippe Carcassonne. Cast:Vincent Cassel, Emmanuelle Devos, Olivier Gourmet, et al. A Magnolia PicS release. In French with subtitles 115 minutes. Not rated.

A catchy title, yet one wonders how many Americans will think that it's all about George Bush, the Elder. As for the French, they have the advantage of being familiar with filmmaker Jacques Audiard. The first movie he directed, "Regarde les hommes tomber" was a psychological thriller. It won three Cesars (the French Oscars.) In his second, " A Self-made Hero," a congenital liar passes himself off as a WW II Resistance fighter and goes from being a nobody to an admired Son of France. It won Best Script at Cannes. The third, "Read My Lips," was awarded Cesars for Best Writing, Best Actress, Best Sound.

Mr. Audiard has written scenarios for nine movies by others. It's in the blood. His writer/director father Jacques Audiard (1920-1985) was a household name among cinephiles, mostly for his huge writing output of comedies and thrillers. He specialized in dialogues.

Like father, like son. Jacques Audiard's script and dialogues are impressive in the very original "RML." Clara (Emmanuelle Devos,) a most able secretary in a big building contracting company, is underpaid, overworked to the bone, exploited to the hilt by her overwhelmingly male bosses. Over and above her routine duties she comes up with excellent ideas and suggestions. These are adopted but Clara no one even says "thanks."You see, she is a 35-year old spinster, no beauty; a frumpy dresser, and above all seriously hearing impaired, totally so without the large hearing aids hidden behind her messy hair. So the office people "disrespect her" in sundry ways, like leaving their coffee cups on her desk to spill and ruin her papers. But this seems to come more from insensitivity than sadism.

She seems to have no friends other than a young woman who keeps relating her sex life to man-less Clara (still a virgin?) thus adding to the latter's frustrations. What the friend knows but nobody else does is that Clara is a first-rate lip-reader who can decipher talk even at a distance. It comes in handy.

When, one day, Clara faints from exhaustion, her immediate boss, obviously aware of her value, has her get an assistant. In a delicious passage we notice a different Clara as she writes a job description for a young and good-looking male helper. He materializes as the totally unqualified Paul (Vincent Cassel), a grungy thief-of-all-trades and a fence, fresh out of jail, on parole. Good-looking? She thinks so. I don't. I find him well-matched to Clara's non-looks.

He is so inexperienced at office work, so unpunctual, so irritable, that normally he would neither get the job nor be able to keep it. But Clara has her secret agenda, helps him, lies to others, covers up for him, and makes Paul owe her a great deal.

Expectedly there grows a weird bond between the two, but not what you expect. No, I will give neither details nor clues. Less expectedly the movie becomes a thriller. Paul is hounded by a debt to the underworld, 70,000 francs ($10,000--it would be far higher than this in a Hollywood movie.) People have been killed for lesser sums. So he has to work out what he owes by becoming a barman-waiter at the big, noisy establishment of his creditor Marchand. The actor who plays him is the gastronomically-named Olivier Gourmet who, at the 2002 Cannes Festival won Best Actor for the film "The Son."

In Marchand's apartment across the street, gangsters plan a bank heist. Paul gets wind of this. He enlists Clara to read, via binoculars, the lips of the plotters, and to keep notes. There's more-- but mum's the word.

The combination of odd sentiment, of high finance, of what Mel Brooks would call High Brutality, and above all Clara's excellently-played changes in her mind, body, heart and ethics are almost fascinating.

Why "almost"? Because the cinematography and editing overstay their welcome. Too much is done with a nervous, jittery, hand-held camera in a record number of often short scenes. Some spectators will be impressed. I find the process akin to artsy, self-conscious avant-garde montage. While some of this is creative, certain parts are "épater les bourgeois" (a slogan of 19th century Romantic theater, roughly "impress John Q. Public.")

The subtitles are first-rate.