Here's the setup: Carla (Heather Graham) and Lou (Natasha Gregson Wagner) find out they've both been dating the same lying actor, Blake (Robert Downey Jr.). So they sneak into his New York loft for revenge. It could be a pilot for a sitcom, except that writer and director James Toback is not a sitcom kind of guy. Toback, Harvard grad, gambler, womanizer, friend of Warren Beatty -- he scripted Bugsy for Beatty, Beatty exec-produced The Pick-Up Artist for him -- makes nasty pit-bull movies that some term pointless and others find profound. Fingers, his stunning 1978 directing debut, starred Harvey Keitel as a concert pianist on the job for the mob. His follow-ups, including Love and Money, Exposed and The Big Bang, weren't as startling or successful.

In short, Toback doesn't work much, which makes Two Girls and a Guy an event. He shot the film in eleven days for a mere $1 million. A bed scene between Downey and Graham nearly saddled the film with an NC-17 for orifice licking. Toback had to tone it down to earn an R and save the puritan ethic.

Don't let the sex stuff, Toback's rep or Downey's rehab problems overshadow Toback's most provocative mind-fuck since Fingers. The film is just three people in one room talking. But what talk. Those who stick it out will be rewarded with dialogue that bristles with twisted humor and bitter truths about the subterfuge that infects all relationships, including that of Blake and his sick mother, who indulge in comically intense phone chats.

Credit the actors for holding the emotional line. Wagner, the daughter of Natalie Wood, is naughty and nice. Graham, on a career roll since Boogie Nights, combines sensual heat with cool intelligence. And Downey, in a role that uncomfortably mirrors his own penchant for self-destruction, gives a great, let-it-bleed performance that cuts to the heart of this liar's game. You can tell Two Girls and a Guy is a Toback sex comedy. It doesn't just sizzle, it stings.

“Is It True”

As the British Invasion reached its peak in 1964, Brenda Lee went from Nashville to London to record one of her hardest-rocking hits, her perky vocal backed by a stuttering, squalling guitar. That guitar was played by session musician Jimmy Page, yet to skyrocket to fame with first the Yardbirds and then Led Zeppelin. "She said to me, 'I've come here to make a record with the British sound,'" remembered producer Mickie Most. "She felt she wouldn't get the same sound in Nashville because they're only just catching up on the British beat group sound of about six months ago."