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By JONATHAN FOREMAN
GRADE: 3.5 out of 4

'TRAFFIC" is a triumph on almost every level. It is breathtakingly stylish, wonderfully acted and its three interrelated tales of the "war" on drugs are brilliantly structured to form a cohesive, powerful whole.

Perhaps most impressive of all is the bracingly honest way director Steven Soderbergh presents the drug war in all its vastness (the corruption of whole governments) and at its most intimate (the destruction of an individual family), and depicts the struggle as depressingly futile, but at the same time desperately necessary.

"Traffic" is based on a successful British miniseries of the 1980s, but Soderbergh and screenwriter Steven Gaghan have shifted the action from the Pakistan-to-England heroin route to the Mexico-U.S.A. cocaine trade via California.

First you meet two Mexican cops in Tijuana, Javier (Benicio del Toro) and Manolo (Jacob Vargas), as they intercept a coke delivery, then are themselves intercepted by a Mexican army unit led by the sinister General Salazar (Tomas Milan). Soon Javier and Manolo are caught up in a terrifying web of temptation, corruption and cruelty.

Then you're introduced to Ohio Judge Robert Wakefield (Michael Douglas), the conservative about to be appointed the nation's drug czar, who doesn't yet know his clever, pretty teenage daughter (excellent Erika Christensen) is running with a druggy, preppy crowd.

You also meet two determined San Diego DEA agents, Montel (Don Cheadle) and Ray Castro (Luis Guzman) who are working on a sting operation designed to bring down local drug baron Carlos Ayala (Steven Bauer).

The sting results in the arrests of San Diego dealer Eduardo Ruiz (Miguel Ferrer) and Ayala, much to the shock of his pregnant European wife, Helena (Catherine Zeta-Jones), who always assumed her husband was a legitimate businessman.

All the story lines converge as Helena, upon the advice of her husband's sleazy attorney (Dennis Quaid), acts quickly and ruthlessly to save her husband from conviction.

Del Toro steals the film as Javier, conveying a world of frustration and fear with his eyes alone. And the great Cheadle, whose movie career took off with "Boogie Nights," shows once again why he is one of our finest younger actors.

One of the many extraordinary things about "Traffic" is the cast: The movie is reminiscent of those giant war movies "A Bridge Too Far" and "The Longest Day," in which one famous actor after another pops up in small roles.

Soderbergh has clearly become one of those filmmakers everyone wants to work with, like Woody Allen and Robert Altman.

James Brolin is the U.S. general who is Wakefield's cynical, frustrated predecessor, and Albert Finney is the president's chief of staff.

That sharp mob lawyer is Peter Riegert, the gangster's moll in Mexico City is Salma Hayek and an almost unrecognizable (and unprecedentedly good) Benjamin Bratt is the shadowy Tijuana cartel boss.

In the Washington scenes, there are cameos by Senators Orrin Hatch and Barbara Boxer, playing themselves.

In a visual flourish reminiscent of David O. Russell's "Three Kings," the Mexican scenes are all shot in bleached-out yellow tones; the Washington ones, in cold, blue ones; and the sequences involving the DEA agents, in bright colors. Soderbergh was his own director of photography on the picture.

In a daring gambit that adds to "Traffic's" authentic feel, all the Mexican scenes are played in Spanish with English subtitles.

The cleverly structured screenplay is by Stephen Gaghan, previously responsible for the unimpressive script of "Rules of Engagement."

But several scenes have that sharp, witty, unmistakably Soderberghian touch, especially those that deal with dysfunctional relationships like the one between the Douglas character and his lawyer wife (Amy Irving).

The film's two weaknesses are its excessive length and its artificially sentimental conclusion, a jarring surprise after so much uncompromising truth-telling.

Nevertheless, "Traffic" is never less than entertaining, and clearly ranks among the year's most accomplished movies.

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