LAKE TAHOE, Nevada -- These days, it seems like a director can't even go and make a movie about gun-toting hookers, drug-dealing gangsters and pop-culture-riffing hitmen without being branded a Quentin Tarantino rip-off. But in-demand writer/director Joe Carnahan wants to make one thing abundantly clear: "Smokin' Aces" is not a Tarantino film.

"Ya know what, it's funny," the jovial-but-intense filmmaker remarked recently, looking toward the March release of his buzz-heavy flick (see [article id="1510229"]"Jeremy Piven Psyched To Have 'Amazing Artist' Alicia Keys In 'Smokin' Aces' "[/article]). "My biggest beef right now is that we've oversimplified film description to the point where everything with a gun or a hitman is the intellectual property of Tarantino. We bitch about things being derivative, but then we act like there's no film history pre-1992 [when Tarantino's 'Reservoir Dogs' hit theaters]."

If Carnahan has his way, people might be choosing him over Tarantino. The recent debut of the "Aces" trailer set off a wave of downloads, postings and forwards that put it on an equal level with "300" and "Grindhouse," two ultra-violent flicks that are among next year's most anticipated releases (the latter is a Tarantino co-creation).

"I'm not influenced really by Tarantino," insisted the director, whose gritty flick "Narc" put him on the map in 2002. "The two biggest influences on this film were 'Raising Arizona' and 'Barton Fink,' both by the Coen brothers."

Neither the Coens, nor Tarantino, however, has ever told a story quite like "Aces." The bullet-fast, louder-than-a-Metallica-concert flick follows an unsympathetic magician (Jeremy Piven) who uses a casino penthouse hideaway to engage in a full-on Tony Montana death spiral filled with drugs, hookers, F-bombs and various weaponry. After the mob places a $1 million bounty on the magician's head, the movie turns into "American Idol" for professional killers, with dozens of gun-toting contestants taking their shot at the big prize -- killing the magician before he offs himself.

Carnahan says the movie's massive central scene is a shootout between dozens of characters navigating several floors of the casino. "There's all this chaos and all these radio transmissions, with people yelling back and forth ... I want you in the immediacy of that moment."

Carnahan also wanted a who's-who of Hollywood superstars, and he got 'em. Inhabiting various floors of this homicide-heavy hotel are Ryan Reynolds, Ben Affleck, Andy Garcia, Ray Liotta, Taraji P. Henson and -- in their movie debuts -- Common and Alicia Keys.

"Alicia is a 26-year-old kid; we forget how young she is," Carnahan said, admitting that he took a bit of a risk in casting her as a world-weary assassin. "You can see in her eyes that she's an old soul. You look at her and you can tell that she's been here before."

"She was playing at the Paramount in Oakland [California], and I drove up there to see her," Carnahan remembered of his pitch, which he made after her representatives put out the word that the Grammy winner was looking to explore an acting career. "I watched her show, which was fantastic, and I went backstage ... I sat down and talked to her, and I said, 'They are going to come to you with some jerk-off romantic comedy. Don't do it. Read this instead!' Well, she had read it at that point, and said, 'Wow, it's really intense,' and I said, 'Yeah, so, do you want to shake things up?' "

Shaking it up would be one way to describe Keys' performance, as soulful as any song she's ever sung -- but spiced up with an undercover hooker outfit, lesbian love affair (with Henson's character) and one very, very enormous gun.

But Henson's weapon -- an arm cannon she uses to protect her cohort -- is even more formidable. "When that thing went off, it created such an acoustic shockwave that it sucked all the energy out of your body," Carnahan laughed. "One day, [Henson] shot 30 rounds off that thing ... she was glassy; she just wasn't with it. ... That gun was designed to kill human beings hiding behind buildings!"

Over the last few months, as the director has put the finishing touches on the film and screened it around the Tahoe area in which it was filmed, Carnahan has come to realize that "Smokin' Aces" also unveils a more subtle -- but equally powerful -- secondary weapon.

"Common is arguably the most noble character in the whole film," the director said of the rapper's unusually pensive performance as a seemingly unimportant bodyguard who becomes much more. "This guy, it's all in his eyes. Whereas [with] other guys it's just a performance, he gets it ... he starts out as this kind of background player, and then suddenly, he's the guy."

"It's funny, I made him audition like three times," Carnahan laughed, shaking his head. "[He's] such a class act, and such a beautiful soul, he didn't even tell me that he had blown off some gig in Paris to fly to L.A. to audition the second time. Sure, there are a lot more actors with more experience, but you immediately believe that this guy is who he says he is."

Common is also contributing the original song "Play Your Cards Right," which plays over the end credits and will be included on the diverse soundtrack, which features everyone from Outkast to the Velvet Underground to Motörhead.

The music fuels Affleck's turn as a booze-swilling bounty hunter, Liotta's blood-tastic elevator shootout and the breakout appearances of Mohawked killers the Tremor Brothers. Then there's the two comedic stars of "Smokin' Aces," Piven and Reynolds, who were happy to check their funny bones at the door. "Jeremy is seldom given the shot to really show how talented he is as an actor," Carnahan said of the former, who gives an over-the-top performance that's something between Gary Oldman in "The Professional" and Dennis Hopper in "Blue Velvet." "Your heart breaks for him ... he was staying up all night, showing up bleary-eyed."

Carnahan said Reynolds also plays against the grain with his naive FBI agent, the closest thing to a "main character" that the smorgasbord of eccentrics has to offer. "Ryan is not allowed to be the funny guy. Instead, he's kind of like the hero. He is this very heroic, very noble, vulnerable, confused guy. The ultimate gift to an actor is ... the opportunity to go 180 degrees the other way. And they got it, and they acquitted themselves beautifully."

Five months from now, moviegoers will get to see Reynolds and Piven do drama, Keys put her piano-tinkling fingers on a trigger, and Common establish himself as far more than a rapper who wants to act. There'll be bullets, there'll be a lot of noise, and Joe Carnahan will be with you in spirit -- laughing and grinning after having orchestrated all the madness.

"What I wanted to do was put something very organic, like the conversation you and me are having right now, against this canvas," Carnahan explained. "The biggest question for me is: Can an audience make these gear changes? I think so."

Check out everything we've got on "Smokin' Aces."

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