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In his follow-up to Contagion, auteur Steven Soderbergh makes over the espionage thriller and puts an ass-kicking woman in the lead. That Haywire features a female action star isn’t in itself particularly innovative (see: Salt, Wanted). That the female action star isn’t Angelina Jolie, and that Soderbergh built the film around a mixed martial arts fighter in her first theatrically released film—well, that’s something one doesn’t see every day. In addition to her EliteXC and Strikeforce bouts, Gina Carano has appeared in TV’s American Gladiators and direct-to-DVD actioner Blood and Bone, but here she headlines a cast that includes A-listers Ewan McGregor, Michael Fassbender, Michael Douglas and Antonio Banderas—and she holds her own.

Carano plays Mallory Kane, an ex-Marine who now works covert ops for a private security firm. Her latest mission: Extract a Chinese journalist being held hostage in Barcelona. The job doesn’t go exactly as planned, resulting in a dynamic foot chase through the narrow, winding streets of the old city. Carano is methodical in her movement, focused, each maneuver choreographed—a quality that in this case enhances the presentation of her determined character rather than detracts from it.

Soderbergh’s kinetic camera (he served as DP under the pseudonym Peter Andrews) stays trained on her face as she sprints into it like a video-game avatar, and David Holmes’ smoky jazz score (reminiscent of his soundtracks for Soderbergh’s Ocean’s movies) goes silent when she finally catches up to her prey. In fact, the music cuts out for all the action scenes, allowing us to appreciate Carano’s largely unedited punches and kicks in all their glorious realism. There are no wires here, and no stunt doubles.

After Barcelona, Mallory’s handler and one-time lover Kenneth (McGregor) convinces her to take another gig, a cushy “paid vacation” that only she can pull off since it requires a cocktail dress and heels. She jets to Dublin, where she teams up with Paul (Fassbender)—and quickly discovers that she’s at the center of an international conspiracy that wants her dead. Like a Boy Scout, she’s always prepared but still can be taken by surprise, leading to a grueling extended escape setpiece once again grounded in reality rather than relying on futuristic gadgetry. On these city streets, the chirp of a crosswalk, the revving of an engine comprise the soundtrack of the threat against her.

All of this is conveyed through complex layers of crosscutting and flashback. The film actually opens about two-thirds into the plot’s chronology in upstate New York, after all the European business. Mallory has arranged to meet Kenneth at a secluded, snowy diner, but Aaron (Channing Tatum), who worked with her on the Barcelona job, shows up instead. In the midst of an exchange of indie film-worthy dialogue, Tatum demonstrates both affability and range—until he starts beating on Mallory. In the melee, she takes a hostage, Scott (Michael Angarano), and proceeds to explain to him everything that has led up to her carjacking his ride. It rings false that a secret agent would reveal the details of a covert operation to a civilian, but the nonlinear structure works narratively, and Angarano’s humorous reactions—standing in for ours—lighten the mood.

Mallory arranges her revenge at her dad’s place, a sprawling modern home in the New Mexico mountains that, when the lights go out, casts these scenes in nearly black and white. In a small role as her father, Bill Paxton is pitch-perfect, hitting notes of mock innocence when confronted with Mallory’s enemies and genuine marvel when he sees his little girl in action. By comparison, the script’s climax on a Mexican beach, despite long shots over the sand and a soundtrack of crashing surf that liven up the scene, relies too heavily on exposition, sapping the energy that has been building to this point.

It remains to be seen whether Carano, with her strong jaw and ripped build, can do more than kick ass—her steely character is given few opportunities to emote. But for now, she’s a compelling candidate to join the pantheon of female action stars.

Director: Steven Soderbergh
Writer: Lem Dobbs
Starring: Gina Carano, Channing Tatum, Michael Fassbender, Ewan McGregor, Michael Angarano, Antonio Banderas, Michael Douglas and Bill Paxton
Release Date: Jan. 20, 2012