Even the villa where Odile lives with her aunt looks shabby and deserted, as if someone had just moved in or were in the process of moving out. It's against this background that they act out their half-formed caper, going ahead with it though you can tell they really don't expect to get away with it. What's disturbing about "Band of Outsiders" is that they can scarcely bring themselves to care much that they might not.

Usually, the plots of film noir grow out of the characters' desperate straits: They need money and will do anything to get it, or they find themselves so consumed by lust or by the desire for revenge that it eats away at their reason. Godard strips away that particular brand of compulsion. We don't know why the characters go ahead with their scheme, and Godard isn't particularly interested in why. (In his slim book on Godard, the critic Richard Roud demonstrated how Godard excised all the psychology and motivation from Hitchens's novel.) We are watching characters who head willingly into self-destruction though there's no circumstance pushing them in that direction. That's what makes the movie funny (though you don't feel much like laughing) and also what makes it affecting.

Why do we continue watching these no-hopers who have such little concern for themselves? Because Godard managed what no other filmmaker has ever quite. His characters may be alienated or, as Odile says with a shrug, "sick with sorrow and fatigue," they may have no expectations. Even their fantasies may bring them little solace, and yet they never stop being vital, attractive, alive. When the three of them take the floor of a cafe to dance the Madison, their spirit and grace is elating. Franz, handsome and brooding and never able to banish the misgivings that pick at his brain, and the squat, brutally charming Arthur, who for all his toughness is more vulnerable than his buddy, make up the perfect mismatch of which friendships are born.

And as Odile, Anna Karina, married to Godard when the movie was made, six times his leading lady and the muse that hovers over his entire career, is one of the most heartbreakingly beautiful creatures ever to step in front of a movie camera. Karina has the completely open and expressive face that was the special province of silent movie stars. Smiling behind a dainty little hand mirror as she lets down her schoolgirl pigtails, she's an utterly innocent coquette. Odile isn't very bright. More than anything, she wants to be accepted by Franz and Arthur (the latter of whom, with typical brashness, manages the seduction the reluctant Franz can't bring himself to effect). Their robbery is a boasting game that becomes reality from which they can't bring themselves to escape and yet, for the boys, Odile is never merely the means to money. And it's clear why, especially when Karina looks into the camera and makes you feel as if she were seeing through it and straight into your soul.

The metaphor for the whole movie is the scene where an English teacher reads passages from "Romeo and Juliet" for her students to translate into French. We don't hear their translations but we can imagine what they would sound like: strange versions of what always seemed familiar. What could be more familiar to Americans (and perhaps to the rest of the world) than the gangster stories of Hollywood thrillers and pulp novels? At the beginning of "Band of Outsiders," Franz and Arthur playact a Western movie shootout, complete with spectacular overacted death throes. By the end, when real death enters the picture, it looks exactly like the melodramatic movie kind and we can see that the game has gone too far. "Band of Outsiders" is about the tyranny of living a life of movie-fed fantasies, and while it makes us see the poverty of those fantasies, it also makes them unaccountably rich, poetic, sad.

Film noir works by making the audience complicit in the characters' actions. We never feel more complicity in "Band of Outsiders" than we do when Karina, addressing the camera, says, "My heart goes out at the sight of you." Odile may be speaking about the boys she loves; Karina may have directed the line to her then-husband behind the camera. Today, she seems to be speaking directly to those of us in the audience whose lives -- and fantasy lives -- have been dominated by the movies, who still love them with the ardor of a first romance, even as we're convinced that there has to be something more.

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