Grade: A-

Verdict: A dark gem of a movie about fathers, sons and contract killings.

Details: Starring William H. Macy (left), Donald Sutherland and Neve Campbell. Written and directed by Henry Bromell. Rated R for profanity and elements of violence. One hour, 30 minutes.

See it: Local theaters and showtimes for Panic

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Review: The name of the movie is “Panic,” but at first glance that may seem an overheated word to describe what looks like just another case of male midlife crisis.

You know the drill: Fortysomething man with a young son and loving (but no longer as lovely) wife lays eyes on a curvy blank slate who looks great in a sweater. She's 23-year-old Sarah (Neve Campbell), and he's Alex (William H. Macy), sad-sack owner of a mail-order business. (Think garden gnomes and novelty gadgets.)

Oh, he also makes money working for his dad (Donald Sutherland), who trained him when he was still a boy to enter the family business: “I kill people,” Alex explains, with an embarrassed little smile.

It's the stress of this job that leads him indirectly to Sarah, whom he meets in the waiting room of the therapist he's hired. The therapist, Dr. Parks (John Ritter), is understandably alarmed to learn what Alex does for a living. “You're joking,” he says. “You're testing me.” But one look at his new client's stricken eyes is enough to tell him the guy is dead serious.

At this point, you worry that “Panic” will be just another variation of the hit-man-walks-into-a-shrink's-office punchline used in the comedy “Analyze This” and the cable phenomenon “The Sopranos.”

Yes, “Panic” is often funny, but in a deadpan way. And, yeah, like “Sopranos” it's about the strange mix of fatal business and family matters, but the focus here is more specific, the tone uniquely offbeat. It's less the plot than the texture that makes the film such an engaging surprise.

It helps that writer-director Henry Bromell has gathered an impeccable cast: comic chameleon Tracey Ullman as Alex's sympathetic, intuitive wife; Barbara Bain as his mother, one of those ladies who lunch, while hiding a dragon's steel will beneath her jewelry; and a little boy named David Dorfman, whose performance as Alex's son Sammy is so funny, unmannered and appealing that he upstages his adult co-stars.

With his haunted air of discomfort accelerating toward desperation, Macy is excellent. He's matched by Sutherland as his critical, controlling father, Michael. Most of their meetings take place during meals, but the more we see father and son together, Michael's main course appears to be Alex's soul and sanity.

“I don't believe in shrinks,” Alex says to his doctor. “We are who we are.” But in Macy and Sutherland's performances, we watch that nature-vs.-nurture argument acted out in Freudian terms. We see that, by turning Alex into a killer, the main life destroyed is Alex's; father has turned son into the living dead. Sutherland is terrifically dangerous in the role, equal parts bourgeois self-satisfaction and foulest corruption.

In the potentially tricky role of Sarah, Alex's unlikely dream girl, Campbell sheds the virginal cheeriness of her “Scream” persona, without going low-rent trashy à la “Wild Things.” She gives Sarah a sexy self-confidence that we eventually see is just the flip side of her insecurity. It's a deftly balanced performance.

Cinematographer Jeff Jur (“How Stella Got Her Groove Back”) shoots with deep shadows and colors that give the Southern California locations a warm jewel-box glow. It's fitting, since all of “Panic” is a bit of a dark jewel, handled with finesse by Bromell.

A near-victim of a change in the management structure of Artisan Entertainment, the film is getting a minimal release by Roxie Releasing. It's worth seeking out. Like all the best movies about crime, it winds up being about family, particularly the ways the bond between father and son can be perverted, or preserved. And that's what gives “Panic” its bittersweet emotional power.

— Steve Murray, Cox News Service