Hardboiled and at times incongruous, Lee Daniels's (MONSTER'S BALL) directorial debut sets out to smash stereotypes with a noirish crime thriller about loyalty, loss, love, and guilt. Cuba Gooding Jr. (MEN OF HONOR) and Helen Mirren (CALENDAR GIRLS) star as Mikey and Rose, a pair of contract killers. Once stepmother and son, they are now lovers as well as partners, and have decided to do one last job together before Rose leaves the business due to her terminal cancer. Brutal criminal Clayton (Stephen Dorff) has hired them to take care of members of his inner circle--including his pregnant wife, Vickie (Vanessa Ferlito, SPIDER MAN 2)--but when the pair goes to carry out the job, Vickie goes into labor and Rose suffers a crisis of conscience. Rose helps Vickie through the birth and adopts both mother and son, going into hiding and telling Clayton the job was done. The four briefly form a strange kind of family before illness, tragedy, and the past inevitably disturb their tenuous peace.

The chemistry between Mirren and Gooding is intense and unforced, forming just one aspect of this great cast that also includes Joseph Gordon Levitt (BRICK) as a doctor who ministers to the criminal element, and Mo'nique as his demanding girlfriend. The film's gorgeous cinematography offsets the high violence quotient, which begins with an early scene involving a pool cue that audiences aren't likely to forget. SHADOWBOXER is a film that interests by virtue of its unusual casting, fast-paced story, and well-shot look.