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As colleagues, they hit on all cylinders

'You Kill Me' director and stars form a mutual admiration society

When Ben Kingsley -- Sir Ben Kingsley -- telephones to request you act opposite him in his new film, you don't ask him to explain why.

"I don't have a sense of why [he chose me]. I have no idea," said Tea Leoni, Kingsley's costar in "You Kill Me," a comedy-thriller that opens Friday at the Kendall Square, in Cambridge. "Don't look a gift horse in the mouth."

Speaking via telephone from New York City, Leoni said she felt flattered, given that Kingsley "could act with a lamppost. And he may have."

During the filming, she remained unsure exactly what Kingsley saw in her.

"I think Tea is the closest we have to that brilliant comedienne that used to grace the screen in the '40s, the Katharine Hepburn type," Kingsley said. "It's quite difficult to find that kind of dry ironic wit but with a great deal of warmth."

He'd followed her work for years, ever since "Flirting With Disaster" (1996), a film he praised as beautiful and remarkable. "I very much wanted to work with her, so we met and talked it through, and she came on board," he said in a phone interview from the CineVegas film festival in Las Vegas. "Beautiful poised wit -- you can't fake it. You can't impersonate it. . . . Either you have it or you don't. She has it in buckets. She's so clever."

Actors on press tours may be inclined to abuse superlatives when raving about their costars and directors. But one gets the sense in talking to both Kingsley and Leoni, who play Frank and Laurel respectively, that the pair did invent, or stumble upon, an unexpected, on-location chemistry.

"It was Ben who said, 'Tell me what you feel Laurel needs from Frank, so I can be sure and give that,' " Leoni said. "It was almost romantic. I've never had a costar approach things that way."

A hit man with a Polish mob family in Buffalo, Frank Falenczyk has turned to alcohol to cope. His uncle, played by Philip Baker Hall, ships him off to San Francisco to get clean. Trying to beat his addiction, Frank attends AA meetings and works in a funeral home, where he meets the deadpan and acerbic-tongued Laurel. Frank's learning to become intimate with Laurel, while regaining his killing game, drive s this odd comedy shaded both romantic and black. "You Kill Me" also stars Luke Wilson, Dennis Farina, and Bill Pullman.

The trick for director John Dahl was to nail the tone, which must encompass both a serious struggle with alcoholism and the absurdist notion, in Kingsley's words, of "a man who needs to sober up so he can go back to his job of killing."

For Dahl, still working in the modern film noir vein he mined in "Red Rock West" and "The Last Seduction," the film has its doses of twisted violence. But he saw the film less as a crime thriller than a portrait of redemption.

"It's really a story about Frank's journey to sobriety, with a mob story thrown in," Dahl said, dressed in a black polo shirt and jeans at the Ritz-Carlton last month. "[The crime theme] was always kind of the 'B' story." Citing examples from his previous films like "Rounders" and "Kill Me Again," Dahl said he believed he could weave a convincing plot -- almost any plot, no matter how ludicrous -- as long as the audience became invested in the characters.

"You're always trying to figure out, 'How does this person work?' " said Dahl, a former storyboard artist and musician who, drawn to the dilemmas and dysfunction of the human psyche, nearly became a psychology major in college. "Like Ben Kingsley's character in the movie. Here's a guy who has literally been shut down his whole life. He's been cooped up in the house, it's almost like abuse, in a way, which is kind of sad because his family really just used him to eliminate problems. They don't care that he's totally anesthetized himself."

How Frank pulls himself up -- his quest, with missteps along the way -- is what attracted Kingsley to the role. "All the chaps I'm interested in playing, they have a wonderful journey, they have a great arc," he said. "Something that develops, progresses, changes, rather than it being static."

Be they his Oscar-winning portrayal of the virtuous Mahatma Gandhi, or the villainous Don Logan of "Sexy Beast," all his characters have something to achieve, he said, whether their destinies end in triumph or tragedy. "With [Frank] it's quite radical," Kingsley said. "And at the same time, his social nervousness and self-deprecating humor balance with the fact that he kills people for a living, [which] I found absolutely delightful. It's a great vehicle to show that journey."

Frank the cold killer is certainly a far journey from the pacifist Indian leader. To counteract audiences pigeonholing Kingsley, Dahl said his leading man has in recent years purposely taken on wilder, more disparate roles. "It's interesting for [Kingsley] because 'Gandhi' was such a powerful film and he was so good in that part, and I think that cast a very long shadow across his career," Dahl said. "That character in 'Sexy Beast' [was] such an SOB. It just opened a lot of doors for him."

Dahl also noted Frank was the first character Kingsley played that ever held a gun. Over his 40-year acting career, "He's never shot anybody."

Leoni had her own reasons for choosing the film. No longer satisfied playing minor roles as a wife, mother, or "the chick of the flick," Leoni said the script's refusal to explain Laurel's quirky emotional distance was appealing. "I think too often [there's] the gratuitous monologue in the middle of the second act where the woman explains why she's so damaged and we're supposed to go, 'Awww,' " she said. "It took almost a dumb trust from John Dahl to hand me the reins and just say, 'OK, go.' "

Kingsley agreed that both he and Leoni loved the fact that the screenwriters (Christopher Markus and Stephen McFeely, who also adapted "The Chronicles of Narnia") didn't reveal much character backstory.

"I believe that the audience deserves to be curious," said Kingsley. "I think the audience has a wonderful time discovering these unexplained [characters], rather than being told who they are, then explaining what they are going to do, then they film them while they're doing it, then they talk about what they've just done."

To ensure the genre-bending film actually got made, both lead actors played behind-the-scenes roles: Leoni as a co-executive producer, and Kingsley as a producer. "You Kill Me" was the first project of his new company, SBK Pictures. The combined clout of Kingsley and Leoni helped green-light the $4 million dollar film which otherwise might not have been made -- or certainly not without drastic changes in tone or plot.

"This is a script that's been around for almost 10 years," said Leoni. "I think the powers that be in Hollywood would read a script like this and not see how it could work 'guaranteed.' And guarantees are always what the money [comes with]. It's a business."

Luckily for John Dahl, the tough-talking Laurel seems not to have been a stretch for the frank and unwavering Leoni.

"Well, we want to do the movie that we want to make," she said. "And we're not going to make anybody else's."

Ethan Gilsdorf can be reached at