“Just make sure O’Leary doesn’t get on that train ” smalltime gangster Stef Czyprynski (Marcus Thomas) warns his gin-soaked mess of an uncle Frank Falenczyk (Ben Kingsley). All the button man’s got to do is pop a rival mobster. But Frank passes out drunk and O’Leary (Dennis Farina) survives the night. That’s bad news for Frank’s boss (Philip Baker Hall) as O’Leary’s planning to muscle in on his turf. It’s worse news for Frank. He’s ordered to dry out or face the consequences. Taking with him a bottle of booze and a snow globe as a reminder of sweet home Buffalo Frank heads to San Francisco with no desire to sober up. He enjoys drinking as much as he enjoys killing. But he knows he must attend AA meetings. Even if he does occasionally slip back into his old drinking ways the change of scenery is good for Frank. He lands a job in a funeral home dressing corpses. He makes friends with his sponsor Tom (Luke Wilson). He even falls for Laurel (Tea Leoni) a go-for-broke TV ad exec who’s not fazed at the prospect of dating a cold-blooded killer. (Once he opens up Frank is er frank with everyone about what he does.) At this point You Kill Me unfolds as a sharply written but less noisy middle-aged version of Grosse Pointe Blank as Frank’s professional obligations begin to intrude on his personal commitments. And he’s not sure how to handle all this especially when he decides to return to Buffalo to make amends. Just when you thought Kingsley was now only in it for the money (BloodRayne and Thunderbirds anyone?) along comes a gem like You Kill Me. Upon first meeting Frank you dismiss him as a weak pitiful fool whose problems extend beyond his drinking. Without smoothing out Frank’s rough edges Kingsley unapologetically makes this hit man a complex and sympathetic figure deserving of a second chance. And whenever Frank is clean and sober Kingsley doesn’t make the mistake of blaming our antihero’s criminal actions on alcohol. Instead he portrays Frank as a regular Joe who happens to take great pride in a job he loves. He also mines great humor from Frank’s fish-of-out-water predicaments and his brutal honesty about himself though he never allows Frank to become the subject of ridicule. Kingsley and Leoni make an odd romantic couple but they play up their obvious differences to persuade us their love is real. Sure Laura’s desperate to find a man but Leoni chips away at her tough exterior to reveal that she really adores Frank and accepts him for who he is. An annoying bundle of nerves in just about everything she does Leoni finally manages to lower the shrill factor and let’s down her guard. Yes she still talks a mile a minute but Leoni for once is confident likeable and delightfully acerbic. Even Luke Wilson pulls himself out of his usual stupor and employs his wry wit to truly reflect the mixed feelings the audience harbors toward this nice-guy killer. Director John Dahl made a name for himself with several little-seen neo-noirs that masterfully combined knotty plots with a wicked sense of humor. Unfortunately he failed to live up to his potential after The Last Seduction and Red Rock West with only Rounders standing out from such recent disappointments as The Great Raid. But You Kill Me finds Dahl back in his element. He’s clearly more comfortable cozying up to society’s unsavory types than he is eulogizing heroic prisoners of war. You Kill Me though separates itself from Dahl’s earlier thrillers by being a fascinating and darkly comical character study rather than a cool calculated exercise in deceit and manipulation. As he explores the empty lives of a man and woman destined to become soul mates Dahl embraces and celebrates their flaws rather than judge them for their past actions. Some may find it hard to identify with a man who kills for a living so Dahl goes to great lengths to show Frank as just a working stiff in need of a hug and a kiss. Yes You Kill Me does tread heavily on Grosse Pointe Blank territory during Frank’s unorthodox courtship of Lauren. But Dahl can be forgiven for this transgression as he and writers Christopher Markus and Stephen McFeely provide a fresh and funny look at unconditional love. And thankfully Dahl resists the urge to fire too many guns. Washing the screen red with blood really would not have been in keeping with Frank’s preference for a swift clean kill.