In a recent interview, Read My Lips director Jacques Audiard described the tacit agreement between his movie's two principal characters this way: "I'm ugly and intelligent, you are handsome and stupid.... Together we can work miracles!" Luckily, there's more to it than that.

Carla is a hearing-impaired office worker continually trampled upon by the company of male superiors, who routinely make her desk a dumping ground for their empty coffee cups. She's painfully aware of her lack of beauty, but only by reading co-workers' lips does Carla learn that she's considered a dog. (Never mind that Emmanuelle Devos, who plays Carla, is actually rather cute.)

When she's given permission to hire an assistant, lonely Carla's classified ad sounds more like it belongs in the personals than the employment section. But it manages to attract Paul (Vincent Cassel), a ruggedly handsome ex-con who seems as unfamiliar with photocopiers as with hot showers, and Carla hires him. Paul respects Carla and begins to stand up for her against the frat-boy office clique. Though he comes on a little too strong at first, Carla can't help responding to his amorous attention. When problems with the mob force Paul to quit, Carla isn't quite ready to sign his final time card.

From here, Read My Lips transforms from wavering office romance to sweaty noir--although labeling this movie is a tricky proposition. Paul discovers that the greasy loan shark (Olivier Gourmet) to whom he's indebted is pulling off a heist. With Carla's lip-reading prowess, Paul figures that together they just might be able to rob the robbers.

Combining restraint with powder-keg intensity, Devos truly shines as Carla emerges from her mousy faade, enlivened by the danger Paul has brought to her life. Carla's all too happy to swap her sweaters and pumps for silk stockings and heels in an effort to fit the mode (this is a sexy movie with scarcely a hint of actual sex). Paul may be using Carla just like her old bosses did, but this time Carla is a power broker, not a secretary. Also, the realization that back-stabbing and stealing are not restricted to dismal office culture is for Carla a kind of epiphany: If this is the game, she thinks, I might as well play it to win. And the same is true for Paul. Each gives the other a newfound confidence to take matters into their own hands.

In taking Carla and Paul from conniving office to perilous mobbed-up nightclub and back again, Audiard moves in and out of the traditional thriller/noir genre as if it were a dark hall leading to other rooms, thereby playing with our common expectations of the style. To accentuate this, Audiard's camera and lighting--contrasting dark shadows and dreary whiteness--emphasize the disparity of appearance even as the content ties these two environments together as breeding grounds for cruelty. The filmmaker seems to believe that the central distinction between the corporate world and gangland is that one may be harsher, but at least its practitioners are up-front about it. And if most of us still would prefer petty pencil-pushing to blood and bullets, that's precisely what makes Audiard's mismatched misfits fun to watch: As quintessential noir heroes, Carla and Paul make the desperate leap we wouldn't dare.

Read My Lips

Not rated. In French, with English subtitles. Opens Friday, Aug. 9.

Cinema 21
616 NW 21st Ave., 223-4515. 7 and 9:15 pm Friday - Thursday, also 1:45 and 4:15 Saturday - Sunday, Aug. 9-15. $6.50.