This year's New Directors/New Films series begins exactly as it should, with the work of film makers whose utter assurance and originality prefigure a bright future. Jocelyn Moorhouse's "Proof," the opening feature, is a darkly clever Australian drama focusing on brilliant, wickedly manipulative characters whose attachment to one another is matched only by their mutual loathing.

Miss Moorhouse has just the right acid wit to make the most of such a situation. Her film is centered on Martin (Hugo Weaving), a willfully unpleasant young man who happens to be blind and happens to vent much of his hostility upon Celia (Genevieve Picot), his housekeeper. The droll Celia, whose scathing intelligence makes it clear that she is seriously underemployed, has long devoted herself to taking care of Martin, despite his abusiveness and indifference. The film initially suggests that this uneasy truce could go on indefinitely, while it also introduces the naive, handsome young Andy (Russell Crowe), who will inadvertently throw it off balance.

Andy, a dishwasher at a restaurant, notices Martin as a patron. Martin is easy to notice. When a waitress is slow in taking his order, he pours red wine on a tablecloth until she gets the point. And as a blind man carrying a camera, he also attracts considerable attention. Taking pictures is Martin's passion, and he enlists Andy to describe the photographs after they have been developed. Pictures provide the deeply suspicious Martin with proof that the world exists just as he imagines it, although he always has his doubts. "Why would I lie to you?" he remembers his mother asking when he was a small child. "Because you can," the young Martin replied.

Martin and Andy develop a warm friendship. Perhaps as a consequence, Martin appears even more frightened and horrified by Celia's sexual advances than he was at first. And Celia, for her part, grows more insistent upon having her revenge. Free to manipulate what Martin thinks he knows of the world, she variously tricks and blackmails the other two characters in extremely inventive ways, never forgetting her sense of humor in the process. "I don't think you realize how fond I am of you," she says one evening, having forced Martin into a sort of date at gunpoint. (He may not realize, but we do: Celia's apartment is a virtual shrine to Martin's image.) "I'm getting a fair idea," Martin says archly at this juncture.

Miss Moorhouse's direction is as crisply controlled as her characters' banter, and as quietly insidious in its own way. She allows the actors in this highly peculiar story to generate a powerful battle of nerves, yet she never allows that battle to lose the elegance and reserve that make it interesting (although the film does end on a slightly anticlimactic note). The actors, who have been very well chosen, avoid anything sentimental or easy in their characterizations.

The forbidding-looking Mr. Weaving, who resembles the writer Martin Amis, does nothing to make Martin conventionally ingratiating, and indeed he is not; the pathos of Martin's situation is in an odd way heightened by the character's self-defeating unpleasantness. Miss Picot, who projects the acerbically intelligent manner of the young Glenda Jackson, makes Celia someone both aware of and almost bemused by her own hopeless folly. Mr. Crowe never condescends to Andy, who is as innocent and open as he initially appears, and thus becomes catnip for the ingenious Celia. A feat of deception involving photographs taken in a park is strongly reminiscent of "Blow-Up," although this film's ominousness is less all-embracing and certainly more concrete.

On the same bill is "The Room," a delightful 12-minute fable billed as "a short film about the rest of your life." Making inventive use of special effects, the director Jeff Balsmeyer (a storyboard artist on "Big," "Alice," "Do the Right Thing" and other films) and his brother Randall, the cinematographer, show how a boy who retreats from family pressures into the welcome escapism of a fairy tale can indeed free himself from the mundane. The boy is last seen abandoning the ordinary and embarking upon a life of adventure. These film makers are off to a comparably auspicious start.

"Proof" and "The Room" will be shown at 6 tonight and at 3 P.M. tomorrow at the Museum of Modern Art. "Proof" will open commercially at the Angelika Film Center, 18 West Houston Street in Manhattan, on Sunday. Proof Written and directed by Jocelyn Moorhouse; director of photography, Martin McGrath; edited by Ken Sallows; music by Not Drowning, Waving; production designer, Patrick Reardon; produced by Lynda House; released by Fine Line Features. At the Roy and Niuta Titus Theaters in the Museum of Modern Art, 11 West 53d Street, as part of the New Directors/New Films series presented by the Film Society of Lincoln Center and the Department of Film of the Museum of Modern Art. Running time: 86 minutes. This film has no rating. Martin . . . Hugo Weaving Celia . . . Genevieve Picot Andy . . . Russell Crowe Mother . . . Heather Mitchell Young Martin . . . Jeffrey Walker Vet . . . Frank Gallacher Policeman . . . Frankie J. Holden Gary . . . Daniel Pollock Waitress . . . Saskia Post Caretaker . . . Cliff Ellen

It's customary for Western townsfolk to be awestruck by a tough new gunslinger, but not over the way she looks in leather pants. However, the new kid in town in "The Quick and the Dead" is Sharon Stone, which gives the old formula a definite extra swagger. Striding into one-horse Redemption while doing her best Eastwood mad-dog squint, Ms. Stone may smoke a cigarette instead of a cheroot, but she still gets the attitude right. The look is hardboiled and the dialogue suited to a person of few words: words like "Just shine my boots."

Ms. Stone's presence nicely underscores the genre-bending tactics of Sam Raimi, the cult director ("The Evil Dead," "Army of Darkness") now doing his best to reinvent the B-movie in a spirit of self-referential glee. Mr. Raimi is limited by a sketch mentality, which means his jokes tend to be over long before his films end. But his tastes for visual mischief and crazy, ill-advised homage can still make for sly, sporadic fun.

In "The Quick and the Dead," written by Simon Moore (a Londoner with absolutely no movie-free experience of the American West), the arrival of Ellen (Ms. Stone) in Redemption excites the local miscreants and sparks a gunslingers' contest. This event is scored, scheduled and refereed in ways that suggest the outlaw equivalent of a tennis tournament at a country club. Presiding over all the gun-twirling mayhem is John Herod (Gene Hackman), who runs Redemption and makes its citizens do his cruel bidding. The film's satirical strokes can be so broad that Herod's name is actually one of its lighter touches.

If the place looks familiar, it should. This Arizona set has been seen in films from "The Life and Times of Judge Roy Bean" to "Tombstone," even though it's never looked quite as flimsy and preposterous as Mr. Raimi makes it here. (Patrizia von Brandenstein's droll production design even throws in a Gunfight Gothic haunted-looking house for Herod to call home.) When Mr. Raimi isn't staging an endless variety of shootouts on this town's only street, he's making it rain at the nearby cemetery on an otherwise sunny day.

Ms. Stone makes a smashing entrance and then says little, with her mind occasionally wandering back to the childhood trauma that explains why she has come to town. (Hint: It involves the suffering of her noble father, played by Gary Sinise, and is conveyed by the image of a horse's hoof trampling a rag doll.) As the film winds down, this proves to be not much of an acting role, but at least it has serious merit as a fashion statement.

And in playing to her formidable strength, it's a definite improvement on Ms. Stone's other post-"Basic Instinct" career choices. It's hard to think of another actress who followed such an electrifying star turn with so many wan, unflattering roles and ineptly directed movies. This time, at least, she has the chance to taunt, mock, smolder and otherwise do what she does best. "What if you get killed?" asks the admiring little girl who watches Ellen carefully, providing an element of "Shane" appeal. "Well, I won't be around to answer any more of your dumb questions," Ellen replies.

Mr. Hackman, whose presence makes "Unforgiven" another of the countless other westerns recalled here, is himself no slouch in the taunting department. Nobody plays a bile-dripping villain to quite the same slinky effect, even if he seems to have baited a dozen gunfighters too many before the quick-draw contest is finally over. On the night Herod lures Ellen to his lair for an intimate dinner -- the kind where she secretly hides a gun in her garter -- he and Ms. Stone prove themselves well matched when it comes to insinuating remarks. He: "I could give you more money than you'd ever spend." She: "I wouldn't feel liked I'd earned it." He: "Oh yes you would."

Not enough of "The Quick and the Dead" succeeds in being that wicked, but the film uses a large and varied cast to sustain interest. Veteran actors from Pat Hingle to Woody Strode turn up in small roles, and Russell Crowe has a nice turn as the reformed gunfighter who has turned his back on violence until . . . well, you can guess the rest. Also here, and commanding enough limelight to show why the camera loves him, is the immensely promising Leonardo DiCaprio, as the boastful young gunfighter who claims to be Herod's son and calls himself . . . well, you can guess that, too.

Suffice it to say that Ms. Stone's one tactical mistake, in a film she co-produced, is to appear to have gone to bed with Mr. DiCaprio's character. The sex scene is missing but they wake up together, she with a bad hangover and he claiming to have won her in a poker game. This episode has next to nothing to do with the rest of the story. And a brash, scrawny adolescent who is nicknamed the Kid can make even the most glamorous movie queen look like his mother.

"The Quick and the Dead" is rated R (Under 17 requires accompanying parent or adult guardian). It includes fleeting partial nudity, implied sexual situations, occasional jokey violence and moderate profanity. THE QUICK AND THE DEAD Directed by Sam Raimi; written by Simon Moore; director of photography, Dante Spinotti; edited by Pietro Scalia; music by Alan Silvestri; production designer, Patrizia von Brandenstein; produced by Joshua Donen, Allen Shapiro and Patrick Markey; co-produced by Chuck Binder and Sharon Stone; released by Tri-Star Pictures. Running time: 103 minutes. This film is rated R. WITH: Sharon Stone (Ellen), Gene Hackman (Herod), Russell Crowe (Cort), Leonardo DiCaprio (Kid), Pat Hingle (Horace), Gary Sinise (Marshall) and Woody Strode (Charles Moonlight).

When Jeff Mitchell (Russell Crowe) has a hot date in "The Sum of Us," he also has a problem: his father. "Don't let me interrupt," insists Harry Mitchell (Jack Thompson), when his son and the date begin necking. Moments later, Dad is back with a porn magazine, offering it to the lovebirds "if you need something to get started." Then he's back again with a question: "Sorry, I forgot to ask. How do you take your tea in the morning?" At one point Harry can be seen with his arm around Jeff's date, making raunchy double-entendres and having a whale of a time.

What is meant to render this behavior touching, instead of pathological, is the fact that Jeff's date is a gardener named Greg (John Polson). And that the heterosexual Harry champions his son's openly gay sexual identity, even if the father says: "He's what you might call cheerful. Can't bear that other word." Garrulous and pesty, Harry still emerges as this story's instant hero, an advocate of love, fun and fairness in an otherwise small-minded world. "Call me Henrietta!" he merrily declares in one scene.

"The Sum of Us," an Australian film that opens today, easily confuses the virtue of Harry's loving empathy with a larger dramatic merit. As adapted by David Stevens from his own play, it alternates proud, obvious declarations of principle with flippant father-son banter. Heavy melodrama arrives in time to give the story a histrionic ending, but otherwise the material is little more than preaching mixed with small talk. Thin supporting characters never deflect attention from Jack and Harry, whose strenuous odd-couple relationship remains at center stage.

Mr. Crowe (who's also in "The Quick and the Dead") projects such robust self-confidence that the father-son scenes work better than they ought to, even if Mr. Thompson (the star of "Breaker Morant") is saddled with an irritating fussiness. Putting Dad in shorts and an apron as he cooks dinner is the sort of colorful touch that often backfires here. As directed by both Kevin Dowling and Geoff Burton (the latter a leading Australian cinematographer), "The Sum of Us" reaches for a winsome eccentricity that it seldom achieves. Instead, it's loaded with fleshy close-ups and unappetizing performances in minor roles.

For instance, there's Joyce (Deborah Kennedy), the woman who becomes involved with Harry through a computer dating service. Joyce is little more than a counterpoint to Jeff's friend Greg, but she does make an airtight case against heterosexuality when she says of her former husband: "He always got his onions whenever he wanted them. So as long as you're not too demanding, you'll get what you want on that score." Like all other heterosexuals in the story, except for Harry, she turns out to be bigoted and narrow when she shows her true colors. "The Sum of Us" finds time to humble such characters by letting them see the error of their ways.

Opening up this stagebound material, the directors flash back to Jeff's childhood memories of his grandmother, who spent 40 years in a loving relationship with another woman and looms large in her grandson's imagination. They also try to enliven Harry's many monologues by letting him deliver them in a wide variety of uncomfortable circumstances: driving his car and then getting out to speak to the camera, for example.

Mr. Thompson, a broadly assertive actor, remains vigorous despite such strain. And he labors hard to eke out the touching tone of the film's final moments. Together, he and the subtler, more magnetic Mr. Crowe succeed in dramatizing some of the wishful insights that shape Mr. Stevens' writing. But "The Sum of Us" rarely says much that its viewers won't already know.

THE SUM OF US

Directed by Kevin Dowling and Geoff Burton; written by David Stevens, based on his play; director of photography, Mr. Burton; edited by Frans Vandenburg; music by Dave Faulkner; production designer, Graham (Grace) Walker; produced by Hal McElroy; released by Samuel Goldwyn Company. Running time: 95 minutes. This film is not rated. WITH: Jack Thompson (Harry Mitchell), Russell Crowe (Jeff Mitchell), John Polson (Greg) and Deborah Kennedy (Joyce Johnson)

Brett Leonard, director of "The Lawnmower Man," "Hideaway" and now "Virtuosity," is on the cutting edge of cyber-cinema, in which humanity takes a back seat and technology is king. Coming closer than ever in "Virtuosity" to simulating the video game experience on the big screen, Mr. Leonard deploys his most sophisticated set of high-tech tricks to tell a story that has similarly specialized, not to say bewildering, circuitry.

The result is a virtual-reality thriller so arcane and gimmick-driven that it seems custom-made for viewers whose pulses quicken when they see software. Its hero, a convict and ex-cop played by Denzel Washington, moves in and out of a computer-generated virtual-reality minefield, where the scenery can buckle or blip in erratic ways. Sometimes his hairdo -- dreadlocks in the real world, short cut in fantasy -- is the only sure indication of which world he's in. Also switching realms freely is the film's villain, Sid 6.7 (Russell Crowe), who has "almost 200 different personality structures" and is familiarly known as "the prototype of future humanoid nanotechnology." Sid also bleeds blue ooze and can regenerate damaged body parts with his silicon-based nanotech cells. Please, let's not have a quiz.

Mr. Leonard is no amateur when it comes to such ideas. For instance, he understands this film's teen-age male target audience well enough to include a scene mixing soft-core porn and video chess. And the director's command of technology can be truly impressive, as in a fiercely disorienting opening sequence that thrusts the audience right into an alternate universe. Here, characters dress uniformly and move robotically; everything is vaguely sinister; nothing is what it seems. Innocent-looking figures may suddenly turn deadly, just as they do in a video game. Sid can look human and suddenly flick his tongue as if he were a lizard.

If all of "Virtuosity" were as tightly controlled as that, it would exert a greater fascination than it finally does. As it happens, this film's effects turn increasingly shrill as Sid goes on the rampage. Though he is first contained within the world of virtual reality, Sid is liberated by the spooky scientist who created him (Stephen Spinella, the Tony-winning actor from "Angels in America") and let loose to torment Mr. Washington's Parker Barnes. Barnes, although a former police officer, is in prison because he avenged himself on the terrorist who killed his wife and child. Sid happens to incorporate that terrorist as one of his multiple personalities.

Mr. Washington is usually an actor audiences will follow to any dimension. But here his role is limited, too often leaving him playing second fiddle to this film's weirdly hypnotic special effects. Mr. Crowe, as a psychotic yuppie type bearing a disconcerting resemblance to the writer Bret Easton Ellis, does a memorable job of making himself frightening until the film becomes numbingly frantic, in the manner of many video games. While it excoriates the vicious Sid as the techno-spawn of monsters like Adolf Hitler and John Wayne Gacy, "Virtuosity" also revels in his exploits with more enthusiasm than is really necessary.

Also in "Virtuosity" is Kelly Lynch as the beautiful criminologist who winds up joining Barnes on his dangerous mission and becomes a kind of stand-in for his murdered wife. There are several possible reasons why the film never develops a romance between them, but the most likely answer is the obvious one. In "Virtuosity," it's the technology that has sex appeal.

"Virtuosity" is rated R (Under 17 requires accompanying parent or adult guardian). It includes profanity, sexual suggestiveness and a good deal of strange, graphic violence. VIRTUOSITY Directed by Brett Leonard; written by Eric Bernt; director of photography, Gale Tattersall; edited by B. J. Sears and Rob Kobrin; music by Christopher Young; production designer, Nilo Rodis; produced by Gary Lucchesi; released by Paramount Pictures. Running time: 120 minutes. This film is rated R. WITH: Denzel Washington (Parker Barnes), Kelly Lynch (Madison Carter), Russell Crowe (Sid 6.7) and Stephen Spinella (Lindenmeyer).

In the gorgeous opening scene of "For the Moment," two carefree young aviators hoot and holler as they glide their World War II aircraft over lush Canadian farmland in the province of Manitoba. It is early summer of 1942, and Lachlan (Russell Crowe), a young Australian adventurer, and his Canadian pal Johnny (Peter Outerbridge) are deliriously frisking in the sky to the ethereal strains on the soundtrack of Pachelbel's Kanon.

The pair are volunteers in the British Commonwealth Air Training Plan, a crash course for World War II fighter pilots that drew 130,000 fliers from several countries to bases across Canada. This dashing international brigade brought a bounty of romantic opportunity to the hardy, clean-cut young farm women who lived in the region. The film, which opens today at Cinema 2, is a poignant high-toned soap opera about the intense, fleeting relationships between these women and the fliers, who, once they entered combat, would be lucky if phey survived for six weeks.

With the exception of one racist bully and his sidekicks, almost everybody in the film exudes the shining sweetness and decency that has become something of a cliche in films remembering World War II. But the movie is so well acted that your heart goes out to characters whose mixture of bravery, innocence and native pluck makes them the embodiment of a sensible, uncloying niceness.

"For the Moment," which was written and directed by Aaron Kim Johnston, focuses on the romance between Lachlan and Lill (Christianne Hirt), the married sister of Joh'ny's sweetheart, Kate (Sara McMillan). Lill, whose husband has been away at war for two years, initially resists the gentle advances of Lachlan, a hardy poetry-spouting young pilot who drives around on a motorbike. Their relationship is all the more touching because the film resists obvious heart-tugging devices. They approach each another with the care of two grown-ups who, while helplessly attracted to one another, are all too aware of the emotional stakes.

Lachlan and Lill's hesitant romance is contrasted with that of Betsy (Wanda Cannon) and Zeek (Scott Kraft), Lachlan's mustachioed flight instructor. Betsy, a lanky, ruddy-faced single mother of two squabbling children, has turned her farmhouse into a club where the young pilots come to drink her homemade liquor and to pay for her sexual favors. Talk about hearts of gold! Although the local women try to shame Betsy out of her activities, she holds her head high, and Zeek understands. The movie is so intent on portraying her as a generous, free-spirited sexual pioneer that in one encounter near the end, it loses its stiff upper lip and suds come tumbling out.

"For the Moment" is better at portraying the intimacy of families and lovers than at telling a story. Suffice it to say that some people die, others depart for precarious futures and tears are shed. Each time the story takes a decisive turn, the film has a way of seeming mechanical until it has discharged its narrative duty and can return to the characters and their day-to-day emotional lives. The screenplay includes one too many verbalized reflections on living for the moment when the future holds such peril.

But don't be put off by these minor lapses. "For the Moment" satisfies a sweet tooth with such calm and intelligent deliberation that you won't leave feeling as though you have just indulged in a guilty pleasure.

"For the Moment" is rated PG-13 (Parents strongly cautioned). It has several mild sex scenes and scattered profanity.

FOR THE MOMENT

Written and directed by Aaron Kim Johnston; director of photography, Ian Elkin; edited by Rita Roy; music by Victor Davies; production designer, Andrew Deskin; produced by Mr. Johnston and Jack Clements; released by 20th Century Fox Home Entertainment. At the Cinema 2, Third Avenue at 60th Street, Manhattan. Running time: 120 minutes. This film is rated PG-13.

WITH: Russell Crowe (Lachlan), Peter Outerbridge (Johnny), Christianne Hirt (Lill), Wanda Cannon (Betsy), Scott Kraft (Zeek) and Sara McMillan (Kate)

LOS ANGELES IN THE EARLY 1950's.

''It was the era of mystery and glamour, an era when everything started in that postwar boom that's still very much with us -- the freeways, the idea and growth of suburbia, television, the start of the tabloid press,'' said Curtis Hanson, the director of ''L.A. Confidential'' and a co-author of this much-anticipated film adaptation of James Ellroy's celebrated 1990 novel.

It was also a seemingly innocent era when the sunshine, seductive ocean breezes and gleaming streets obscured the city's corrupt and violent underbelly. ''Is there any city where image and reality are at such cross-purposes?'' the 52-year-old Mr. Hanson, who grew up in Los Angeles, asked almost in wonderment.

''L.A. Confidential,'' which opens on Sept. 19, emerged from the Cannes International Film Festival in May with such a strong positive response that it has already greatly enhanced the careers of Mr. Hanson, whose previous films include ''The Hand That Rocks the Cradle'' (1992) and ''The River Wild'' (1994), and the principal actors in its sprawling cast.

These actors include Kevin Spacey as an opportunistic police detective who serves as technical director to a television show very much like ''Dragnet''; Kim Basinger as a high-class prostitute who allows her clients to imagine that she is Veronica Lake; David Strathairn as a mysterious millionaire on the order of Howard Hughes, and Danny DeVito as the sleaze-mongering editor of a Hollywood tabloid.

But most prominent among them are two relative unknowns, whose performances are likely to transform them into stars: Russell Crowe, a New Zealand-born actor, who plays Bud White, a dogged, violent policeman who's smarter than he seems, and Guy Pearce, an Australian best known here for portraying a young drag queen in ''The Adventures of Priscilla, Queen of the Desert.'' He plays Ed Exley, a prim, ferociously ambitious police officer loathed by his colleagues.

Why did Mr. Hanson give these two actors the most important roles in such a quintessentially American tale about the conflicting tugs of loyalty, honor and ambition?

''I wanted actors about whom the audience has no preconceived notion,'' explained the director, who is wiry, bearded and intense. ''I wanted the audience to accept these two characters at face value and not make assumptions about them based on roles the actors had played before.''

Indeed, if there is a dominant theme in the movie, it is that nothing in Los Angeles -- or, by extension, the United States -- is quite what it seems.

''Each character appears to be one thing when you first meet him or her, but is, in fact, something else,'' said Mr. Hanson. ''This is also my feeling about Los Angeles. It was the opportunity to deal with the characters and the city this way that attracted me to Ellroy's novel.''

No writer has illustrated the dark side of midcentury Los Angeles quite like Mr. Ellroy, the 49-year-old author whose often harrowing and complex best sellers also include ''The Black Dahlia,'' ''The Big Nowhere,'' ''White Jazz'' and ''American Tabloid.''

As readers of his recent memoir, ''My Dark Places,'' know, Mr. Ellroy knows the ugly side of Los Angeles firsthand. His parents divorced when he was 4. His mother, an alcoholic, was found strangled to death in 1958, when he was 10, apparently after picking up a man in a bar. (The crime was never solved.) He moved in with his father, an accountant and ''Hollywood bottom feeder,'' as he puts it, and experienced ''a genteel white-trash existence.'' The father died when Mr. Ellroy was 17, and in the two decades that followed he plunged into a whirlpool of drugs, booze, petty crime, fistfights and poverty.

Eventually he attended Alcoholics Anonymous meetings and, in the late 70's, started writing. All his novels are variations on the same theme, he once said: ''Bad white men doing bad things in the name of authority.''

The Los Angeles of Mr. Ellroy's imagination -- the city of the 50's and 60's -- is gone, of course, and although he remains obsessed with the city, he hasn't resided there since 1981.

''In some ways L.A. is a life sentence,'' Mr. Ellroy, who lives in Kansas City with his second wife, said recently. ''I always think I'm done with L.A., but then I keep coming back, I keep getting sucked back in to do some research, to promote this film. I don't know what modern-day L.A. is. In some ways, it's about as far away from me as Mars.''

The film, adapted by Mr. Hanson and Brian Helgeland, weaves many of the plot lines and characters in the novel, Mr. Ellroy's most complicated. The central story follows three policemen (the Spacey, Pearce and Crowe characters) as they edge into a spiral of corruption and retribution that joins the worlds of Hollywood, local politics and organized crime.

''I wanted to rewrite the secret history of Los Angeles to my own specifications,'' said Mr. Ellroy. ''I wanted to write a book that was so deep, so dense, so dark it would stand as an alternative history. I wanted people to say and feel that this is how it was at the time, this is the secret scoop the newspapers never told us.''

How does Mr. Ellroy feel about the film? ''It's startling to see how they've telescoped my book,'' he said. ''It's startling that Curtis and Brian took a book that was so damned complex, so multilayered and densely plotted and adapted it so successfully.''

Warner Brothers had bought the movie rights to ''L.A. Confidential'' in 1989, but no one could quite figure out how to make such a brooding, complicated drama until Mr. Helgeland and Mr. Hanson teamed up. Numerous high-profile projects had been offered to Mr. Hanson after ''The River Wild,'' but he was determined to make ''L.A. Confidential.'' ''It was like I was at a poker table and had won all these chips,'' he recalled, ''and this was the moment where I pushed them all into the pot and said, 'Whether anybody wants to do it or not, this is the movie that I want to make.' ''

Unlike Mr. Ellroy, Mr. Hanson had a stable, middle-class upbringing in Los Angeles; his father was a schoolteacher and his mother a housewife. To his parents' dismay, he dropped out of high school and pursued his dream to make movies. His first directorial effort, in the early 70's, was a little-known horror film, ''The Arousers,'' starring Tab Hunter. He also directed ''Losin' It,'' a 1983 film about teen-agers going to Tijuana to find sex, which featured Tom Cruise's first starring role. ''It was re-edited and marketed as a pseudo-'Porky's,' an unhappy experience,'' said the director.

After that film he began to have a better time of it with ''Bad Influence,'' ''The Bedroom Window,'' ''The Hand That Rocks the Cradle'' and ''The River Wild.'' But he longed to make a picture about the Los Angeles of the 50's and 60's, the city of film-noir classics like Don Siegel's ''Private Hell 36,'' Robert Aldrich's ''Kiss Me Deadly,'' Nicholas Ray's ''In a Lonely Place'' and Stanley Kubrick's ''Killing.''

Enter Arnon Milchan, the founder of Regency Enterprises, who had a deal with Warner to release various films developed by his company, including ''A Time to Kill,'' ''Heat,'' ''The Client'' and ''Under Siege.'' Mr. Hanson walked into the offices of Mr. Milchan, an Israeli-born businessman, with a portfolio of photographs of the 1950's that illustrated the theme of appearance versus reality: newspaper and publicity pictures depicting the city's buoyancy, and grim shots from crime scenes; pictures of actors like Aldo Ray and jazz musicians like Zoot Sims and Chet Baker.

''Let's do it,'' said Mr. Milchan.

''Just like that?'' Mr. Hanson replied. ''You haven't even read the script.''

''I see the movie in your eyes,'' said Mr. Milchan.

Mr. Curtis recalled with a laugh, ''I thought, 'Yeah, yeah, we'll see how far this goes.' ''

IT WENT QUITE FAR. Mr. Milchan endorsed virtually every major decision made by the director on the $40 million film, including Mr. Hanson's plan to cast Mr. Crowe and Mr. Pearce.

''Physically people were different; they weren't all aerobicized,'' said Mr. Hanson, referring to the 50's films whose style he was emulating and to the performances of actors like Humphrey Bogart, Steve Cochran, Ralph Meeker, Gloria Grahame and Howard Duff. ''It's seven or eight years after the war. The police force was made up of ex-soldiers. The cops had beer bellies. They weren't jogging or going to the gym; they all had sidewall haircuts. People smoked and drank, and the women had that look of indeterminate age that gave them the appearance of wisdom beyond their years.''

Mr. Hanson knew precisely the sort of actors he wanted. After testing Mr. Pearce, who is a popular television actor in Australia, the director avoided seeing ''Priscilla.'' ''I felt the decision to cast Guy Pearce, who was even less well known than Russell Crowe, was going to be risky,'' said Mr. Hanson, ''and I didn't want to see him running around in a dress for two hours.''

To prepare for their roles, Mr. Pearce and Mr. Crowe rode on patrol with Los Angeles police officers. More important, they watched training films from the 50's. And Mr. Crowe said that watching Sterling Hayden in ''The Killing'' significantly influenced the way he played the gruff, tormented Bud White.

A few years before, Mr. Hanson had sought to cast Mr. Spacey as the father in ''The Hand That Rocks the Cradle,'' but the studio, Walt Disney, rejected the idea because it felt the actor wasn't well known enough. ''He was always fighting diligently to cast me in films over the years before I ever made a mark,'' Mr. Spacey said of Mr. Hanson.

For their first meeting to discuss the possibility of Mr. Spacey having a part in ''L.A. Confidential,'' the director and the actor went to the Formosa Cafe, one of numerous old Hollywood hangouts depicted in the movie. Mr. Spacey recalled that Mr. Hanson handed him the script and said, ''When you read this part, I want you to think two words: Dean Martin.''

Mr. Hanson also met with Ms. Basinger at the Formosa. ''It was almost like a 1950's spell comes over you when you're in that place,'' she said. ''We were sitting in a booth, and Curtis brought all these pictures of the 1950's, like the arrest of Robert Mitchum, and he had these beautiful photos of movie stars, and -- it sounds strange -- I was just kind of mesmerized and seduced into taking the part.''

Though Ms. Basinger said she hardly considered the movie a comeback for her, she acknowledged that good roles had been elusive for her in recent years. She has been plagued by stories that she behaved temperamentally on the set of the 1991 film ''The Marrying Man,'' where she met her husband, Alec Baldwin. And her old-style movie-star looks may actually have worked against her.

''People categorize you,'' she said. ''And it's sometimes difficult to contend with. The way I look has sometimes stopped me; it's hurt me. Once you have that little phrase 'sex symbol' attached to your name, it gives people this instant persona that's difficult to overcome.''

In the end, of course, the star of ''L.A. Confidential'' is not Ms. Basinger or Mr. Spacey, or even Mr. Crowe or Mr. Pierce. It's Los Angeles.

''It's not a city like New York or Paris where you get an instant charge,'' said Mr. Hanson. ''The first impression of L.A. is nothing. It's spread out. It's difficult to get a handle on.''

''L.A. is what you make of it,'' he concluded. ''Just like life itself.''

Curtis Hanson's resplendently wicked ''L.A. Confidential'' is a tough, gorgeous, vastly entertaining throwback to the Hollywood that did things right. As such, it enthusiastically breaks most rules of studio filmmaking today. Brilliantly adapted from James Ellroy's near-unfilmable cult novel, it casts anything-but-A-list stars (yet) in a story with three leading men, no two of whom can be construed as buddies. It embroils them in a cliche-free, vigorously surprising tale that qualifies as true mystery rather than arbitrary thriller and that revels in its endless complications. Take a popcorn break and you'll be sorry.

''L.A. Confidential'' roams the full expanse of Mr. Ellroy's 1950's Los Angeles, a film noir paradise of smoldering evil and knee-weakening glamour with a dirty little secret behind every palm tree. As conjured first by the author and then by a film uncannily faithful to his prose style (though it deftly shrinks the convoluted plot), this is a place best symbolized by its favorite forms of corruption. Mobsters, drugs, brutally racist cops and wish-fulfilling whores made to resemble movie stars all conspire to drag the film through the gutter while, in terms of achievement, it reaches for the stars.

With perfect timing, ''L.A. Confidential'' also contemplates what it calls ''sinnuendo,'' the leering tabloid mentality that speaks to this story's secret dreams. Danny DeVito embodies this as a gleeful Sid Hudgens (a character whom Mr. Hanson has called ''the Thomas Edison of tabloid journalism''), who is the unscrupulous editor of a publication called Hush-Hush and winds up linked to many of the other characters' nastiest transgressions. Sid's flawless cynicism sets the tone not only for the film's ersatz movie-star elegance but also for its police, who often share his ethical constructs. ''Don't start trying to do the right thing, boy-o,'' a police official tells one of his men, in the razor-sharp language of Mr. Ellroy's sinewy characters. ''You haven't had the practice.''

The essential questions throughout this captivating film are whether and how anyone will rise above its quagmire. Since the answer must be yes (some genre rules are inviolable), ''L.A. Confidential'' leavens its vice with affecting tenderness. Bud White (Russell Crowe) may be a thug and bruiser, but he melts at the white satin vision of Lynn Bracken (Kim Basinger), a call girl whose face, hair, costumes and bungalow are meant to conjure thoughts of Veronica Lake. The film's valid idea of good old-fashioned steam heat is to have Lynn lead Bud into her real bedroom -- the one filled with mementoes of her native Arizona -- at dawn.

Late in ''L.A. Confidential,'' in a scene for which viewers will be endlessly grateful, a character being interrogated finally gives a brief synopsis of the plot. That's no easy matter. But among its main points are that Bud, like Mr. Ellroy (as described in his fine, wrenching memoir, ''My Dark Places''), is fiercely bothered by acts of violence against women. Ed Exley (Guy Pearce), his priggish colleague on the police force, will do anything for his own advancement. And Jack Vincennes (Kevin Spacey), who dines out on being the police adviser to a television show like ''Dragnet,'' often finds himself right up Sid Hudgens' alley. When they conspire to set up movie stars on vice charges, Sid gets the story. Jack gets to preen while making the arrest.

The crime that envelops all these characters is a mysterious massacre at a coffee shop called the Nite Owl. The investigation, which makes a hero of Exley, leads to three black men. Having sanctioned the Christmastime beating of Mexican prisoners at police headquarters, the Los Angeles Police Department cannot be accused of undue racial sensitivity, and indeed there is more to the Nite Owl matter than anyone first imagines. Since ''L.A. Confidential'' is not a story to waste time on innocent victims, the search for the three black men yields a separate, heinous crime of its own.

Without strain or affectation, ''L.A. Confidential'' recalls ''Chinatown'' in drawing an entire socioecomic cross-section and elaborate web of corruption out of an investigation that starts small. This time, high up on the food chain resides Pierce Patchett (David Strathairn), who finances his taste for modern architecture with a business interest in the oldest profession. Among the film's other privileged characters are a district attorney (Ron Rifkin) who is a tabloid headline waiting to happen, and a ruefully knowing police captain. James Cromwell, a long way from ''Babe,'' is mordantly good in the latter role.

Mr. Hanson, who is himself a long way from ''The Hand That Rocks the Cradle,'' ''Bad Influence'' and ''The River Wild'' and who now brings the dark side of his earlier work to dazzling fruition, achieves casting coups both large and small. Mr. Spacey is at his insinuating best, languid and debonair, in a much more offbeat performance than this film could have drawn from a more conventional star. And the two Australian actors, tightly wound Mr. Pearce and fiery, brawny Mr. Crowe, qualify as revelations. Both performances should send viewers off to the video store, with Mr. Crowe's past credits including ''Romper Stomper,'' ''Virtuosity'' and ''The Quick and the Dead.'' The bigger surprise is Mr. Pearce, who was better known for his Abba jokes as Felicia in ''The Adventures of Priscilla, Queen of the Desert.''

Much of the strength of ''L.A. Confidential'' (which also makes the most of Ms. Basinger in her worldly calendar-girl role) comes from tiny roles, of which there are many. Mr. Hanson relies on strong, unfamiliar faces -- a strange bereaved mother, a cynical coroner -- to etch the film's story points and underscore its fundamental power to surprise. Though film noir revivals are often wearily derivative, this one casts a long shadow of its own.

Mr. Ellroy, as adapted by Mr. Hanson and Brian Helgeland, makes his long-overdue burst into movies as an indelibly smart, acerbic voice. The dialogue throughout the film is rewardingly concise and dark. ''Looks like his bodyguard had a conflict of interest,'' somebody says of a corpse. Or: ''You have any proof?'' ''The proof got his throat slit.'' Or (on the verge of the film's climactic shootout, furious even by Hong Kong standards): ''All I ever wanted was to measure up to my father.'' ''Here's your chance.''

Or: ''You're like Santa Claus with a list, Bud. Except everyone on it's been naughty.''

''L.A. Confidential'' is rated R (Under 17 requires accompanying parent or adult guardian). It walks on the wild side with brief and startling violence, fleeting nudity, sexual situations and redolent seamy details.

L.A. CONFIDENTIAL

Directed by Curtis Hanson; written by Brian Helgeland and Mr. Hanson, based on the novel by James Ellroy; director of photography, Dante Spinotti; edited by Peter Honess; music by Jerry Goldsmith; produced by Arnon Milchan, Mr. Hanson and Michael Nathanson; released by Warner Brothers. Running time: 136 minutes. This film is rated R.

WITH: Kevin Spacey (Jack Vincennes), Russell Crowe (Bud White), Guy Pearce (Ed Exley), James Cromwell (Dudley Smith) and Kim Basinger (Lynn Bracken).

When it comes to capturing the bone-crunching, high-velocity world of sports, Hollywood has a surprisingly spotty record, often preferring to present the game as metaphor (''Field of Dreams'') instead of diving into the bruising reality of the arena. But ''Mystery, Alaska,'' an upbeat meat-and-potatoes movie that is a striking change in directorial style for Jay Roach, who oversaw the garish Austin Powers romps, conveys some of the thrill and ferocity of ice hockey while skillfully folding together multiple personal dramas.

Produced by David E. Kelley, the king of television drama (''L.A. Law,'' ''The Practice,'' ''Ally McBeal''), who wrote the screenplay with Sean O'Byrne, the movie is clearly a project dear to Mr. Kelley's heart. Twenty years ago, he was captain of Princeton's hockey team, and the screenplay includes enough technical jargon to demonstrate an insider's knowledge of the sport without clogging up the narrative.

''Mystery, Alaska'' uses sport to explore the hardy psyche of a remote Alaskan town that lives and breathes hockey and that's pride and joy is its legendary pond hockey team. The movie has the look and feel of an unusually well-constructed television drama in which a dozen sharply drawn characters interact in ways that are fairly predictable without seeming too snugly formulaic. You can also feel the chill; the climactic game takes place in minus-10-degree weather. In an amusing satirical touch, Little Richard (of all people) opens the event with a rendition of the national anthem that is so slow that some of the waiting players worry that their bones will begin to freeze.

What sparks the drama is the return to Mystery of Charles Danner (Hank Azaria), a native son who forsook his hometown for New York City to become a television producer. Danner has come up with a promotional scheme to pit the locals against the New York Rangers in a nationally televised exhibition game to be broadcast live from Mystery. The show would be an economic boon to the town. Without actually demonizing Danner, the movie presents him as a shifty city slicker and the high-powered network personnel who descend on Mystery as blase media gypsies. One dreadful, pat and inaccurate marketing pitch proposed is to dub the Mystery team Eskimos on Ice.

The movie's moral and emotional grounding wire is Mystery's sheriff, John Biebe (Russell Crowe), a 13-year veteran of the team and local sports hero who is devastated to learn that he is being retired from the first string to make room for Stevie Weeks (Ryan Northcott), a naive eager beaver only half his age. Biebe is a terrific role for Mr. Crowe, whose Rock of Gibraltar machismo anchors the film in decent common-sense values. Biebe's demotion sends a shock through the town and through his marriage to Donna (Mary McCormack), who years ago dated Danner but chose to marry Biebe and live a very circumscribed life.

Other colorful characters include the town's Mayor, Scott Pitcher (Colm Meaney); Skank Marden (Ron Eldard), the team's resident stud who blithely cuckolds Pitcher; the local judge, Walter Burns (Burt Reynolds); his wife, Joanne (Judith Ivey); their hockey-playing son, Birdie (Scott Grimes), and their teen-age daughter, Marla (Rachel Wilson). Finally there is Bailey Pruitt (Maury Chaykin), the blustering hyper-emotional lawyer who travels all the way to New York to argue the team's case when the game is in danger of being canceled because of union problems.

What gives zest to a story that builds to a predictable David and Goliath confrontation on a pond (in which a Coca-Cola logo has been imprinted beneath the surface of the ice) is a screenplay that locates the characters' idiosyncrasies and a calm directorial style that respects their dignity even when they're under extreme stress. Where most films about small towns caught up in sports mania take a patronizing view of grown-ups living vicariously through their athletic children, ''Mystery, Alaska'' never questions the community's values. Without fawning over the players, the movie presents them as rugged, earthy embodiments of a healthy pioneer spirit that enables communities like Mystery to stay closely knit and proud.

''Mystery, Alaska'' is rated R (Under 17 requires accompanying parent or adult guardian). It has sexual situations and some strong language.

MYSTERY, ALASKA

Directed by Jay Roach; written by David E. Kelley and Sean O'Byrne; director of photography, Peter Deming; edited by Jon Poll; music by Carter Burwell; production designer, Rusty Smith; produced by Mr. Kelley and Howard Baldwin; released by Hollywood Pictures. Running time: 118 minutes. This film is rated R.

WITH: Russell Crowe (John Biebe), Hank Azaria (Charles Danner), Mary McCormack (Donna Biebe), Burt Reynolds (Judge Walter Burns), Colm Meaney (Mayor Scott Pitcher), Lolita Davidovich (Mary Jane Pitcher), Maury Chaykin (Bailey Pruitt), Ron Eldard (''Skank'' Marden), Judith Ivey (Joanne Burns), Scott Grimes (''Birdie'' Burns) and Rachel Wilson (Marla Burns).