John Woo is the Sam Peckinpah, or perhaps the Sergio Leone of the '90s, a Hong Kong filmmaker whose operatic violence and eye-popping stunts gained a following in the late '80s among American connoisseurs of outrageous action (especially "The Killer" and "Hard-Boiled").

Woo's first American film, "Hard Target," a Jean-Claude Van Damme vehicle, was a major disappointment. And though his second U.S. production, "Broken Arrow," was a big hit last year, critics complained that it was homogenized Woo, that he had sold out to slick Hollywood production values and high-tech toys.

But with "Face/Off," Woo seems to have found a comfortable melding of his style with Hollywood gloss. The story is completely nuts, the characters bigger than life (and played by two of America's biggest stars, John Travolta and Nicolas Cage) and the action scenes are almost painfully intense.

Woo has also gone multigenre here, in an effort to unite fans of horror, suspense, science-fiction, comedy and action. At the least, the action scenes will have audience-members digging their fingers into the arms of their chairs (or their companions).

Travolta is Sean Archer, an embittered, brooding, all-work-and-no-play FBI agent. Cage is Castor Troy, an over-the-top, out-of-his-gourd terrorist who shot and killed Archer's young son six years earlier (he was aiming for Archer, of course).

The first action sequence, only minutes into the film, is an incredible car-airplane chase on a runway, and Archer eventually captures Troy, who slips into a coma. But when they discover that Troy and his brother Pollux (Alessandro Nivola) have planted a nuclear bomb somewhere in Los Angeles, Archer undergoes high-tech plastic surgery to literally have his own face lifted off and replaced with Troy's. Then he goes into prison to learn from Pollux the bomb's location. But it isn't long before Troy wakes up and forces the doctors to perform the same surgery on him — so that he now looks like Archer!

Most of the rest of the film has the actors taking on each other's roles, and there is some hilarious mimicry as they begin a cat-and-mouse game, peppered with wild shootouts and chases.

There are some plot holes in all of this, and it's too long. And occasionally it's a bit too over the top, as with a scene of balletic violence set to "Somewhere Over the Rainbow."

But given the ridiculous premise, these are merely quibbles.

Woo gives the film a brisk pace, screenwriters Mike Werb ("The Mask) and Michael Colleary keep the bad jokes to a minimum while still managing some clever dialogue and the actors are perfect in their respective roles.

But what really makes "Face/

Off" significant is its action scenes, with stunt work that should send moviegoers out the door panting to tell their friends about it. (The boat chase at the end puts "Speed 2" to shame.)

Woo's trademark slow motion moments are more in service of the story here than in his other American movies, and he's not above stealing ideas from his own Hong Kong pictures (a shootout in a church, loaded with Catholic symbolism, and having the protagonist and villain square off with guns aimed at each other are straight out of "The Killer").

Let's hope some other action filmmakers look at this one for an idea on how to film chases and explosions without overdoing the closeups and quick edits. Unlike "Speed 2," "Con Air" and many others, nothing here is so chaotic that it's confusing.

"Face/Off" is rated R for considerable violence and mayhem, some gore, a lot of profanity, drug abuse and a nude cartoon (a computer icon).