This is one mean movie. It seduces, wraps your arms around you, and they guts you and leaves you stunned. Directed with striking precision and focus by Stephen Frears ("Philomena", "The Queen"), and written by Donald E. Westlake, one of the literary princes of crime fiction, and based off pulp author Jim Thompson's pulpy novel, in a manner so intricate with detail, so hardboiled that it cracks under the weight of each step it takes, one twist of the knife after another.

It's all too good to be true for this neo-noir, even when Martin Scorsese's producing it. Then comes the actors – and my word, are they fantastic in their roles – John Cusack is sly yet undeterred in a role that is a slightly more edgier variation on Humphrey Bogart, with a cross of Lee Marvin, to boot; Annette Bening is simply drop-dead sexy as the woman who thinks she knows it all, yet is a timebomb waiting to explode. The real star of the show is Angelica Huston in a well-deserved Oscar nominated performance, perfectly balancing the ruthless, desperate act with a honest, focused, motherly concern that doesn't feel cliché at all.

Who knew modern day, sunny Los Angeles and Phoenix can be the backdrop of so seedy a neo-noir, perhaps the best since Chinatown? Frears, Huston, Cusack, Bening, Westlake, cinematographer Oliver Stapleton and composer Elmer Bernstein deserve all the praise they can get for creating something so seedy yet starkly beautiful in retrospect.

I guess of course led by The Sting films about lovable con artists who only cheat the rich and greedy and even help out the common folk on occasion will be popular as long as we make films. James Garner in both Maverick and The Rockford Files made a career of it with those two series.

Don't think for a nano-second that if you rent The Grifters or see it at a revival house that is what you will get. This film is no holds barred look at some most amoral who are professional con artists.

The Grifters gave Angelica Huston her career role as a woman who lives on the Grift and feels incapable of changing her ways. She works for big time gangster Pat Hingle who shows her the error of her ways when she skims a bit too much off of him.

Her son is John Cusack and there's no mention of the father who begat him. But these two have a relationship that does more than hint at incest. There was a Law And Order episode that was based in part on The Grifters where the male was a kind of love object between his mother and his wife and that was more explicit and good, but not as good as this.

Huston doesn't want Cusack in the life, but he doesn't know anything else. And he's got Annette Bening the third in our trio of Grifters. Bening and Huston hate each other from the start and Bening figures out what's going on with Huston and Cusack. Bening is cheerfully amoral in what she does, deciding early on she's a 'roper' one who spots suckers and stirs them into the con and using sex is no problem at all. She has a great running scene with her landlord who kanoodles with for her rent money. As a roper however she always needs a partner and Cusack would kind of fit her bill.

Amorality is at the heart of The Grifters. These people have absolutely no moral character at all and if they thank God for anything is that the world is made of sheep who need to be sheared by them. As shearers they are an elite but a world of shearers just wouldn't work.

Both Huston and Bening got Oscar nominations for their work, Bening in the Supporting Actress category. The Grifters also was nominated for Best Director for Stephen Frears and Best adapted screenplay for Donald Westlake.

Huston, Cusack, and Bening three of the worst and yet most fascinating characters you might ever meet. It's our fascination with them that makes The Grifters the outstanding movie it is.

Lilly Dillon (Anjelica Huston) is working for mobster Bobo Justus (Pat Hingle) placing bets in horse races. Her estranged son Roy Dillon (John Cusack) does small cons. His girlfriend Myra Langtry (Annette Bening) uses sex. Roy gets caught and gets hit. Lilly takes him to the hospital and misses a job. Bobo punishes her. Myra wants Roy to invest in her scheme. It's the life of grift.

These are three individual performances that are all powerful in their own way. Huston is simply incredible. She is so many different notes. Bening is using sex like pulling out her credit card. Cusack has his boyish charms but he's also so broken. These three characters are memorable.