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According to official Haywire lore, director Steven Soderbergh chanced upon the woman who would become the star of his breakneck action-thriller one night while watching television. Which isn't entirely unusual, except that Soderbergh wasn't watching some obscure indie film or BBC miniseries, but a bout of women's mixed martial arts fighting. So impressed was he at the sight of Gina Carano, an American Gladiators alum turned cage fighter, that he had the Haywire script, from The Limey writer Lem Dobbs, reworked to accommodate her casting.

In the film, a conventional spy-gone-rogue tale made unconventional by its director and star, Carano plays Mallory Kane, a black-ops freelancer who seeks vengeance against her betrayers upon being double-crossed. Watching her in action, it's easy to see why Soderbergh was so enamored. Carano is a physical marvel: strong and agile, a skilled fighter and grappler with the face of a model and the shoulders of a linebacker. Having grown accustomed to waif-like action heroines played unconvincingly by the likes of Beckinsale, Jovovich, and Jolie, it's refreshing to witness an actress who can deliver a knockout blow - and take one - with some credulity.

And Carano kicks a staggering amount of ass in Haywire. In the film's many fight scenes, Soderbergh prefers wide angles and long takes, the better to showcase his star's talent for violence. There are no shaky-cam close-ups to cheat the action, and the sound is almost strictly diegetic, lending each of Carano's brawls (and they are brawls, messy and destructive) a brutal verisimilitude.

It's when the action stops in Haywire that Carano's deficiencies as an actress become apparent - she's wooden and flat, well beyond the requirements of her coldly efficient character - and so Soderbergh labors conspicuously to ensure it hardly ever does. When Mallory Kane isn't fighting, she's running, a fugitive agent scrambling to find out who engineered her downfall even as threats amass against her. Each lengthy pursuit is stylishly photographed from a variety of exotic angles (my favorite being an extended tracking shot of Carano, facing the

camera, in the center of the frame, as if to say, "Jesus, would you look at her?"), Hitchcockian chase sequences to cleanse our palate in between the film's bloody skirmishes.

Carano's dialogue is wisely kept spare, her expressions limited exclusively to icy stares and Mona Lisa smiles. Most of the talking is done by her co-stars, an impressive lot that includes Ewan McGregor as her boss and former lover, Channing Tatum as a fellow freelancer, and Michael Fassbender as a British agent with whom she partners on a dubious mission. All three eventually end up in combat with her, and it's hardly a spoiler to say they don't fare well. Against a figure as formidable as Carano, Obi-wan Kenobi, G.I. Joe, and Magneto don't stand a chance. rated this film 3 1/2 stars.