It’s not uncommon for a film to be so complex it takes a second viewing to understand it properly. But The Limey doesn’t get simpler the second time through: In fact, the more you watch it, the more complicated it gets. Directed by Steven Soderbergh, whose talents range from the rampantly experimental Schizopolis to the successfully mainstream Out of Sight, The Limey is avant-garde cinematic deconstruction disguised as popular entertainment. Or maybe it’s the other way around.

In plot terms, The Limey couldn’t be any simpler. Wilson (Terence Stamp) is a grizzled English ex-con whose estranged daughter Jenny has just perished in a car wreck. Convinced — although we never know why — that the wreck was no accident, Wilson leaves for L.A. in search of those responsible for her death. Almost instantly, Wilson settles on her boyfriend as the culprit, an ex-hippie music promoter named Terry Valentine (Peter Fonda). And the rest of the film is cat-and-mouse; Wilson chases Valentine, tracks him down and does what avenging angels do.

But the plot is not the point. It’s an opportunity for Soderbergh to play slice-and-dice with the language of cinema. Soderbergh says the first cut of The Limey was unwatchably complex, and while the finished film is scaled back enough to be challenging without being overwhelming, it could have ended up a jumbled mishmash of half-connected images in the hands of a lesser director. But Soderbergh is emerging as a master of the form, and his experimental tendencies are balanced with a sense of pace and character. When I first saw the film, I was shocked to discover it had only been 90 minutes since I entered the theater — not because The Limey drags, but because it accomplishes so much in such a short span.

The first time through The Limey, about all you can do is hold on for the ride; you feel either exhilarated or mugged. Instead of telling the story in a straightforward manner, the film constantly cuts back and forth in time; a recurring shot of an impassively glaring Stamp in an airplane seat is either the story’s first shot or its last. But cannily, the film never lets the narrative momentum flag so much that you get lost. Either the soundtrack or the image is always moving forward, although not always at the same time. Think of sunlight streaming through broken glass, sometimes straight through, sometimes shattered into a thousand rays.

Apart from its structure, The Limey toys with cinematic convention most obviously in a scene between Wilson and Elaine (Lesley Ann Warren), his daughter’s friend and former acting coach. In a tense conversation conducted between the bars of the security gate to Elaine’s apartment complex, it becomes clear that Jenny didn’t exactly leave her friend with a high opinion of her jailbird dad: "She told me she didn’t have a father."

Because these two people were profoundly connected before they ever met, Soderbergh fractures one of cinema’s most basic tools to show what’s going on beneath the surface. Instead of shooting the conversation with conventional shots and reverse shots, Soderbergh cuts from a shot of the character talking to a wordless close-up in mid-sentence; the speaker’s voice continues on the soundtrack but his or her lips stop moving. The technique is jarring, but more importantly it transforms the focus of our attention; instead of watching the characters talk, we’re looking into their eyes. In a way, we’re watching them react to their own words, and in another, we’re seeing their inner selves, not what they project to others but how they are inside.

The Limey throws another spanner into cinema’s works by transporting conversations from place to place with no apparent motivation. Wilson asks Elaine a question in her living room; she answers him by the seashore. These conversations are basically informational, and at first they merely seem to have been cobbled together, documentary-style, from several different encounters, condensing exposition without resorting to phony five-minute speeches. It was only on a second viewing that I realized this was impossible, since the parties involved would have to have had the exact same conversation in several different places. (Which is, in fact, how Soderbergh filmed it.) Rather than reinforce the "reality" of each individual encounter, The Limey exposes cinematic artifice — and, amazingly, does so at the service of the story. The move conveys the sense of an evening spent in conversation without making us spend an evening watching it. Any film student can smash conventions, but it takes real insight to do so with the purpose of telling a more truthful story.

Now that I’ve lost all but the most devout cinema geeks, I should probably mention that none of this cinematic sabotage would be any use at all if it didn’t feed our understanding of The Limey’s protagonist. With his severe clothing and shock of white hair — not to mention a manner of speech that recalls The Equalizer’s Edward Woodward — Terence Stamp’s Wilson is a man out of time, an ex-con from another era. When he and Jenny’s friend Ed (Luis Guzman) crash a party at Valentine’s elegant hillside mansion, Wilson immediately remarks how Valentine has stocked up on extra security. It takes Ed to explain that the black-clad figures lining Valentine’s driveway are valet parkers.

Wilson’s out-of-placeness doesn’t bother him. In fact, he thrives on it. Like the sadistic sheriff in Jim Thompson’s The Killer Inside Me, he delights in baffling Angelenos with his bizarre mode of speech; he’ll lob obscure Cockney rhyming slang at them, then grimace and roll his eyes when they don’t get it. "There’s one thing I don’t understand," says the FBI man who turns up because there are always FBI men. "The thing I don’t understand is every motherfucking word that’s coming out of your mouth."

Peter Fonda’s Terry Valentine is likewise a man whom the decades have done little to change: Insulated by wealth instead of bars, he’s a flower child in a power suit. Even more than Stamp, The Limey uses Fonda for his iconic status, but he’s looser, more free-wheeling than he’s ever been. Introduced to the strains of the Hollies’ "King Midas in Reverse" (Wilson is tagged with "The Seeker"), he’s both guileless and pure evil, a man with no malice and no conscience. He’s a hippie in a suit, surrounded by bodyguards and connected to street criminals, but still smiling that same affable, boyish, who-me? grin.

The Limey gets the most mileage out of the contrast between these two figures: Valentine is the free-floating, devil-may-care ghost of Sixties Past, and Wilson is the piper come a-calling. Both had their blissful pasts, but while Valentine "took the whole ’60s zeitgeist and ran with it — packaged and sold it," Wilson ended up in jail. In flashbacks — cannily lifted from 1967’s Poor Cow, in which Stamp starred — we see Wilson living happily with wife and daughter, before he was caught and sentenced (and, the implication is, turned into a recidivist who never found his way back into society).

In the flashbacks from Poor Cow, Wilson sings a song about freedom, something he’s had too little of and Valentine too much. Soderbergh has issues with freedom, too: After making the personally stultifying The Underneath, Soderbergh rebelled and shot the maniacal Schizopolis on his own dime, busting conventions just so he could remember what it felt like. But with Out of Sight and The Limey, Soderbergh has become comfortable enough with convention not to buck the system for the sake of bucking, and subtle enough to experiment only when it’s called for.

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