"The Grifters," rated a hard, deserved R for considerable violence, sex, nudity, profanity and vulgarity, is gritty, rough and downbeat. Not that it's without humor - in fact it often takes on the air of dark satire.

But like the Jim Thompson novel on which it is based, "The Grifters" is the blackest of film noir, with characters whose evils will catch up with them - whether violently or psychologically.

John Cusack plays the central character, a young con artist who is stockpiling a nice nest egg, but who has no real life. His new girlfriend is portrayed by Annette Bening, a hooker whose heart is not of gold - and whose motives are never really clear until the film begins to wrap up its loose ends.

Bening wants him to get involved in a big con - one that is more dangerous but with much higher stakes. Cusack, who really isn't that good anyway, is satisfied to pull small jobs and slowly build his savings.

Then there's his mother, played by a blond Anjelica Huston, who works racetrack scams for a very nasty mobster (Pat Hingle). Huston hasn't seen Cusack in years but looks him up when she's in Los Angeles. She takes an immediate dislike to Bening, but Cusack isn't about to accept any motherly advice, having given up on a mother-son relationship years before.

What happens as these three individual, strong-willed personalities clash is full of surprises, some of them rather shocking. Let's put it this way - "The Sting" it ain't.

The actors are all terrific, with Huston a particular standout. British director Stephen Frears ("Dangerous Liaisons"), who also co-wrote the sharp script, is uncompromising in this, his first American film, giving us great detail and clever dialogue that is alternately funny, touching and horrifying.

"The Grifters" is a cynical film that continually catches the audience off-guard; if you're into dark film noir, it doesn't come much darker than this.