"Dogfight" is an attempt to show how an angry "jarhead" — that is, a U.S. Marine — is changed when he engages in a cruel prank and then feels guilty about it.

The setting is one night in San Francisco in November of 1963 as River Phoenix and three Marine buddies, who will ship out for Vietnam the next day, enjoy their favorite pastime — a "dogfight."

Each kicks $50 into a pot, then prowls the city for a plain-to-ugly woman. She is then taken to a party where she will be judged by a panel of fellow Marines — the guy who brings the ugliest woman wins the pot.

Phoenix picks up a lonely young waitress (Lili Taylor) but is touched by her innocence before the evening is over and starts to regret his action. He doesn't regret it enough to get her out of there, however, so when she finds out about the contest on her own, she makes a scene and runs home.

Later in the evening, Phoenix tries to make amends by taking her to dinner and spending the rest of the night with her. But in the end, the peer pressure of his jerk friends wins out as they head off to Vietnam.

The film then veers into a ridiculous rapid-fire series of events leading to a pat ending that seems to suggest that stark tragedy and a sense of loss are what it takes to prompt self-discovery.

There are some nice scenes between Phoenix and Taylor (including a wonderful moment in a restaurant when Taylor demonstrates how ridiculous it is to constantly swear), but there are an awful lot of dull moments between them as well. Throughout the film these scenes are intercut with vulgar sequences that show Phoenix's pals getting tattoos, going to a skin flick, etc.

Still, "Dogfight" boasts two very fine central performances from Phoenix ("Running on Empty"), one of our finest young actors, and Taylor ("Mystic Pizza"), who is also excellent.

It is rated R for considerable profanity and vulgarity, along with some sex and nudity.