Derailed" is "Fatal Attraction" meets "Basic Instinct." A married man picks up a woman on the train. He pays a terrible price for it and is sucked into a whirlpool of cheating, lies, blackmail and murder.

But as male guilt and vengeance fantasies go, "Derailed" has its moments of righteous comeuppance. You just have to be willing to take the whole ride, and maybe ignore those plot points the script skips along the tracks.

Clive Owen is Charles, the tuned-out husband and distracted father of a diabetic daughter. He's in advertising, which is lucky, because he needs as much cash as he and the wife can save to look after a girl who needs dialysis and multiple kidney transplants.

It takes a special pair of legs to lure him to cheat. And since they belong to Jennifer Aniston, who is not such a "Good Girl" this time out, we can believe he'd be tempted.

We see that magic first flirtation, that first lunch, the first rendezvous, the first lies and the first seduction. There's the heat of passion, the fear of discovery, the seedy hotel -- every country music cheating song plays out in the first third of this story.

Then they're interrupted by a vicious mugger (Vincent Cassel) with a French accent and a penchant for rape. And it's not over with the rape. That's when the blackmailing begins. The blackmailer is both brutal and smart. He's always a step or two ahead of Charles.

The film raises the stakes for Charles without giving us hope that he will see the light at the end of the blackmail, and without ratcheting up the fear we should feel for Charles, his family and his paramour.

Owen, slinging an American accent, is properly perplexed, though he doesn't show us much of the emasculating pain of Charles's experiences. And Aniston acquits herself well in a non-comedy role. But Cassel is an awfully showy and suave mugger. Supporting players The RZA (a rapper) and Xzbit (ditto) may be more conventional street "types," but at least they're believable enough to not make you question just where the surprises will be in this plot.

Because they're pretty obvious. And the last thing director Mikael Hafstrom wants is for us to do is to stop experiencing the film and start reasoning it through.

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