Three desperadoes - ponytailed, coke-snorting redneck Ray (co-screenwriter Thornton), his mulatto girlfriend Fantasia (Williams), and bespectacled black pyscho Pluto (Beach) - are on the run from Los Angeles following an underworld drugs heist that has left six people dead.
Heading for Star City, Arkansas, where both Ray and Fantasia have family, the fugitives are unaware that another unlikely trio - Star City's hick police chief "Hurricane" Dixon (Paxton) and two streetwise L.A. cops (Jim Metzler, Earl Billings) - are lying in wait. Modelled on Fred Zinnemann's High Noon, this cracking modern day Western has a neo-noir realism that echoes the Coen brothers' Blood Simple.
First-time director Franklin, a former actor, proves himself remarkably adept behind the camera, wringing the plot for every bit of tension, then sitting back and letting his cast stew in it. Cutting back and forth between the criminals - increasingly desperate - and the cops, he insidiously unearths past secrets which link the two parties in a quite unexpected way, carefully balancing his first-rate cast with the cat and mouse game unfolding.
Williams' Fantasia is a classic loser, a tortured soul bound by the past, pathetically unable to escape the present. It's a riveting performance, one of many in this emotionally complex thriller. And if the finale, inevitably, is a bloody shoot-out, the underlying message, for once, is decidedly upbeat.