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The story kicks off with a traffic accident on FDR Drive involving corporate attorney Gavin Banek (Ben Affleck) and recovering alcoholic Doyle Gipson (Samuel L. Jackson). Like most New Yorkers, Banek is in a hurry. He's rushing to court with documents that will prove an elderly millionaire turned his charitable foundation over to Banek's firm. Gipson is headed to, ironically, the same courthouse to fight for shared custody of his two children. In the accident, no one is hurt and the damage is minor. However, despite Doyle's insistence on doing things by the book, the hurried Gavin gives Doyle a blank check and drives away saying "better luck next time."

The accident makes both men late to court. For Doyle it means his estranged wife (Kim Staunton, effective in her few scenes) can take the kids and move to Oregon. As for Banek, when asked by the judge to produce a file containing the crucial power of appointment, he is unable to. He dropped it at the accident site. And Gipson has it. From here begins a unique game of cat and mouse. Banek needs the power of appointment by end of day. The angry Gipson has no reason to give it to him. Banek tries to force Gipson to turn over the file by ruining his credit. Gipson threatens to destroy the file if his credit isn't restored. It's a form of mutually assured destruction that won't end until someone is willing to just stop and do the right thing.

The script for Changing Lanes is a house of cards that could have collapsed under the weight of the various coincidences and contrivances it relies upon to keep the audience engaged. However, Tolkin and co-scripter Chap Taylor are savvy in the way they ratchet up the stakes for both men. They intricately intertwine each misunderstanding until their game goes completely out of control. And the script beautifully works on parallel tracks: each turn of the screw reveals that Doyle and Gavin are not such decent men. Each have demons to wrestle and their slow unfolding gives the film more depth then expected. I also enjoyed how Taylor and Tolkin toy with your loyalties. Just when you think Gavin is being the more reasonable of the two, your opinion shifts and you feel more sympathetic to Doyle.

Keeping it all together is director Michell. His mature approach to the material allows us to forgo some of the script's more blatant contrivances, giving the film a low-key intelligence analogous to Joel Schumacher's Falling Down. And it doesn't hurt to have Jackson as Doyle Gipson. Affleck is more effective then usual as a man who must reexamine his shifting moral sands after he finds them wanting. Strong support is provided by Sydney Pollack as Gavin's boss and father-in-law. Amanda Peet is also good as Affleck's wife. Their first scene together is terrific, as she dutifully forgives Gavin's extramarital affair if he'll just take the firm's advice on how to solve his unique problem. And look for the always-appreciated William Hurt as Gipson's AA sponsor.

Many films of this type would end in the first reel if the two main characters would just sit down and talk it out for five minutes. Changing Lanes avoids that pitfall because such a conversation cannot happen. The two men won't let it. Their desire to exact the most meaningful revenge supersedes their desire to work it out civilly. Arguably, if the film featured two women, they'd happily exchange phone numbers, then go to Nine West to buy shoes. But I don't want to see that movie. I'd rather see Changing Lanes.

Video: How Does The Disc Look?

Paramount is presenting Changing Lanes in 2.35:1 anamorphic widescreen. The results are very nice. Since the film takes place during one, slightly overcast and rainy day, the resulting picture is evenly lit. Not too bright, not too dark. I found this appropriate for the mood of the film and it's well realized on the DVD. While all colors are well saturated, outdoor scenes are dingier and more gray, while the indoor scenes (especially the law offices) feature more sumptuous browns.

Black levels seem accurate, although occasionally an interior scene looked a tad murky. Flesh tones stay on the light brown side, however, facial detail is good: you can read every wrinkle on Sydney Pollack's weathered, yet sophisticated face. Sharpness is excellent as is detail. Plus, I found no pixelation or other digital anomalies. On the negative side, there is some edge enhancement and a few specks of dirt. However, Paramount did a nice, clean, respectful job on this transfer.

Audio: How Does The Disc Sound?

Audio comes in three flavors: Dolby Digital 5.1, Dolby Digital 2.0 Surround and French Dolby Digital 2.0 Surround. Considering the film is mostly dialogue-driven, there is a good amount of activity on all channels. In the 5.1, surrounds kick in subtly when conveying the white noise of the city. Rain falling has a nice, clean sound to it. David Arnold's sophisticated, electronic score is smooth and cool. Dialogue, effects and music are properly balanced. Except for one scene where I had to turn on the subtitles to understand a line, dialogue is distinct. There were no audio pops or hisses. The Dolby Digital 2.0 is almost as good, but of course, the 5.1 is the heartier mix.

The DVD also includes English subtitles and English Closed Captions.

Supplements: What Goodies Are There?

Paramount has put together a nice batch of supplements that should further justify a purchase for fans of the movie. The big extra is the scene specific audio commentary by director Roger Michell. In his deep, easy to understand English accent, he talks a lot about character motivations and locations. Gossipy tidbits are fairly interesting. Michell recounts how after 9/11, he removed all the shots of the World Trade Center. Months later, however, he reconsidered and put them back in. In all, a solid, scholarly, interesting commentary.

There are two featurettes on the DVD. The first is a typical EPK called The Making of Changing Lanes. Fifteen minutes in length, it includes interviews with director Roger Michell and actors Affleck, Jackson, Sydney Pollack and Toni Collette. They talk mainly about how wonderful everyone is. There is some behind the scenes footage, but not enough. Vaguely interesting is how the theater trained Michell would scribble notes during takes and present them to the actors in an effort to fine tune their performances. If you find that interesting, you'll like this featurette. Interview footage is full frame, while film clips are anamorphic and show a bit more grain than the film.

The second featurette is The Writer's Perspective, six and a half minutes worth of interviews with writers Michael Tolkin and Chap Taylor. Video is crystal clear and presented letterboxed. Audio is also clear. Tolkin, a terrific writer and an interesting man, is the more engaging of the two. Chap Taylor is young and looks like he's being interviewed for an EPK. The pair delve into the characters and their motivations. It's worth watching for Tolkin's comments.

Next are two deleted scenes and one extended scene. The first features Affleck's character interviewing a young, wannabe lawyer, and includes some unnecessary background information on the elderly millionaire with the charitable foundation. In the other scene, Jackson's character gets fired from his job. Although the scene is effective, when you consider the film takes place in one day, having Doyle lose his job (along with everything else that happens to him) is an unrealistic amount of indignity for one man to endure in one day. The extended scene takes place in a confession booth, as Affleck's character spills all to a priest. Certain lines of dialogue are quite powerful, but at 4 and a half minutes, the filmmakers were right to trim it down. The video in these scenes is of workprint quality: clean, but washed out. The audio is fine.

Rounding out the festivities is the film's theatrical trailer in 1.85:1 and Dolby Digital 5.1

DVD-ROM Exclusives: What do you get when you pop the disc in your PC?

No ROM extras have been included.

Parting Thoughts