Because the Coen brothers' most formidable competition is with themselves, their new movie, "Burn After Reading," can't really compete with the best of their earlier films. Unlike such poleaxed classics as "O Brother, Where Art Thou?" and "Raising Arizona" and (especially) "Fargo," the new film feels like an intellectual exercise -- a sort of screwball-comedy genre dissertation.

Still, it is a Coen brothers film -- written, directed and edited-by, as usual -- and so it's filled with mad dialogue and wonderfully strange performances. The

story is all quirks and comic tremors. It begins at CIA headquarters in Langley, Virginia, where Osborne Cox (John Malkovich), an intelligence analyst with a second career in being perpetually pissed off, is getting the boot because of his drinking problem. Since he doesn't drink all that much (never at breakfast, for example), he's enormously pissed off about this. (When Malkovitch does one of his fury fits, his shaved head seems to swell and redden like a boil, making him look oddly like James Carville.) At loose ends, the discarded spook decides to write his memoirs, using old CIA files to stir his recollection. At this point, the movie happily loses its mind.

Cox's disc full of files winds up at a Hardbodies gym, where it falls into the puzzled clutches of two idiots -- two employees named Chad Feldheimer (Brad Pitt) and Linda Litzke (Frances McDormand). Chad, with his gum-chewing grin and his dance-inducing iPod addiction, really is an idiot. Linda, on the other hand, is a lost soul who's looking for love in just about all the wrong places you can imagine -- which is to say, on the Internet. She wants to reinvent herself, and requires money for the multiple elective surgeries she feels she needs to do so. ("I have gone just about as far as I can go with this body," she says.) Chad gets her excited about the disc of intel they've found; he wants to sell it back to Cox for big bucks. Linda instantly gets the picture and is exultant: "We caught him with his thing caught in a big fat wringer, and we're in the driver's seat!" she crows. Unfortunately, when Chad makes his bumbling approach to Cox, the little troll listens for about 10 seconds and then gets enormously pissed off and bops Chad in the nose.

Meanwhile, Cox's wife, Katie (Tilda Swinton), is having a long-running affair with a federal marshal named Harry Pfarrer (George Clooney). Katie's ready to dump her insufferable hub, and she wants Harry to do the same with his wife, Sandy (Elizabeth Marvel). How much Sandy might actually miss having Harry around is hard to say -- in one of the movie's more startling scenes, we see that Harry is a home hobbyist of sorts, and is building some kind of fantastical sex chair in their basement. Soon, Harry is driven to further philandering. He logs onto an Internet dating service and scores a hookup with -- Linda. This is heartbreaking news for Ted Treffon (Richard Jenkins), the Hardbodies gym manager who is truly smitten with Linda and has already confided to her that before getting into the buffness industry, he spent 14 years as a Greek Orthodox priest. (Linda's response: "That's a good job!")

Rebuffed by Cox, Chad and Linda decide to peddle their spyware at the Russian embassy. This quickly brings them to the attention of Cox's former overseers at the CIA. After checking out the situation and its many manic ramifications (I've only skimmed the surface here), a mystified agent reports to his boss: "They all seem to be sleeping with each other," he says. The boss (played by the sublime J.K. Simmons) gives this a millisecond of thought and says, "Okay, no biggie. Keep an eye on everyone. Report back to me when ... I don't know, when it makes sense."

There's considerably more bloody mayhem here than was common in the screwball comedies of the 1930s and '40s; but some of the deranged repartee might not have been out of place in that lustrous era. When McDormand fondly notes of someone that "he comes from a place of humor," your mind clouds with delicious bafflement.

The cast couldn't be better. Clooney and Pitt are A-list morons, Malkovich is volcanically abusive, and Swinton, stiff with beady-eyed suspicion, is a perfect comic foil. The movie is hysterically funny in parts, and you keep waiting for it to transcend itself -- to erupt into some totally new terrain of lunacy. Who better than the Coens to do this? But the brothers don't seem to have been aiming for another masterpiece here; maybe they just wanted a little light refreshment after "No Country for Old Men." But since just about every character in the film is an idiot of some sort -- and one of the few sympathetic figures gets hacked to death with an axe -- there's no one really to relate to. All that's left are a lot of laughs. Of course, quite often, in the context of many other comedies out there, that's much more than enough.

Check out everything we've got on "Burn After Reading."

Don't miss Kurt Loder's review of "[article id="1594673"]Righteous Kill[/article]," also new in theaters this week.

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