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Steven Soderbergh has a knack for telling familiar stories in utterly new and impeccably stylish ways, whether updating the glossy heist thriller with the Ocean's Eleven movies, turning the biopic into a sprawling epic poem with Che, or even deglamorizing the ensemble epidemic drama with last fall's Contagion. He's so good at this particular spin on genre that he even makes it feel fresh every time, and it's never been as much fun to watch as it is in Haywire, a go-for-broke action thriller that only gets more exciting the more grounded and real it feels.

Soderbergh's key asset, and entire reason for making the movie, is Gina Carano, an MMA fighter who's brutally strong but with movie-star looks to back them up. Playing Mallory, a former killer for a black-ops private agency now on the run from her old employers, Carano is left to punch and kick her way through a giant ensemble of male co-stars, starting by bashing in Channing Tatum's head in an out-of-the-way upstate New York diner and ending with a ruthless confrontation on a beach at sunset. In-between she takes hostage a teenager (Michael Angarano) and uses his car to escape, all while telling him the story of how a job in Madrid led to her boss betraying her.

The elliptical story, written by Soderbergh's The Limey collaborator Lem Dobbs, allows Soderbergh to play with some flashback black-and-white film stock and our own expectations, giving us Mallory's diner confrontation with Channing Tatum's Aaron before we know of her romantic entanglement with both him and their boss Kenneth (Ewan McGregor). And even though we know it won't end well when she takes an assignment in Ireland to pose as the wife of MI6 agent Paul (Michael Fassbender), there's great pleasure in the buildup of dread, especially when it ends with a brutal and spectacularly staged fight between her and Fassbender in the hotel room, each of them punching the hell out of each other and no mercy given. Soderbergh understands the novelty of his hugely capable female heroine, both how to show her off and not overplay his hand; the feet-on-the-ground realism of the film, right down to the lack of score in the fight scenes, allows you to marvel at Carano's skill without any unnecessary embellishment.

Carano is, of course, not the best actress Soderbergh has worked with, and there are clearly moments in the film where he's forced to compensate for her limited range. But by surrounding her with a huge and talented ensemble cast, which also includes Michael Douglas, Antonio Banderas, and the wonderfully welcome Bill Paxton, Soderbergh builds Haywire as an action star vehicle with the range of an ensemble piece. He doesn't require much of the more experienced actors, but each seems to be giving their all, MacGregor and Banderas surprisingly perfect in their slimy villain roles, and Fassbender serpentine and mysterious until it all blows up in the hotel room fight. It's great to follow Carano on her hero's journey across continents to exact revenge, but even better when at every stop, she meets up with a famous actor who ups his game in her presence.

Haywire isn't quite the straightforward fun that the Ocean's movies were, and Soderbergh's commitment to gray, sometimes chilly realism may frustrate viewers who want to be constantly thrilled. But as a new spin on what seemed like an exhausted genre, and an introduction for many of us to the force of nature that is Carano, Haywire is that kind of Soderberghian fun that comes with cinematic wit and plenty of surprises.

Staff Writer at CinemaBlend