In the first minute of screenwriter Christopher McQuarrie's ("The Usual Suspects," "X-Men") directorial debut, the f-word is uttered--no, screamed--no fewer than 120 times. What follows is a confrontation in the parking lot outside an apparently popular club in which Parker (Ryan Phillippe, in a startlingly intense performance) and Longbaugh (Benicio Del Toro) refuse to remove themselves from a Mercedes. In the ensuing altercation, one of them punches not the owner but his obnoxious girlfriend (the one with potty mouth), breaking her nose before getting beaten themselves by the angry mob that has formed. Then the credits roll. The scene has nothing to do with the rest of the plot but sets a violent, fun tone for the rest of the movie.

   Resigned to a life of petty crime, Parker and Longbaugh happen to overhear at a sperm bank--one of their sources of income--that Robin (Juliette Lewis) is getting paid $1 million to be a surrogate mother for a couple perfectly capable of having a baby on their own. Without any further information, they kidnap her, unwittingly revealing a complex series of relationships that includes the baby's mob boss father, his bagman, his wife, Robin's bodyguards and her doctor.

   Parker and Longbaugh (and, indeed, Phillippe and Del Toro) work smoothly together, often omitting dialogue in favor of poignant, unspoken exchanges. In fact, much of McQuarrie's script is dialogue-less yet compelling, allowing extraneous sound, such as idling semis, to drown out a conversation necessary to the plot but redundant to a privy audience. The dialogue that does exist is frequently clever: Parker promises a particularly difficult informant "a day of reckoning that you will not live long enough to never forget," and a bodyguard smirks at the bagman's "pre-World War II police jargon." Los Angelenos in particular will enjoy the running cell phone gags. Also effective are the picture's action sequences, which are accompanied by a percussive soundtrack that segues into gunfire.Unfortunately, all these elements culminate in an ending that's a bit unsatisfactory. Starring Ryan Phillippe, Benicio Del Toro, James Caan, Juliette Lewis, Taye Diggs and Nicky Katt. Written and directed by Christopher McQuarrie. Produced by Kenneth Kokin. An Artisan release. Thriller. Rated R for strong violence/gore, language and some sexuality. Running time: 119 min