It's not written or directed by John Cassavetes, but Elaine May's eclectic portrait of two petty, middle-aged goodfellas on the streets of Philadelphia is electrified by the same nervous energy and volatile personalities of Cassavetes's best work. Nicky (Cassavetes), a trembling wreck convinced there's a contract out on his life, calls his boyhood buddy, Mikey (Peter Falk), who comes to his aid in the middle of the night. Over the course of one long night stretching to dawn, they scramble through city streets, smoky bars, dark alleys, and a graveyard of ancient memories of camaraderie and duplicity. While they engage in mind games and accusations, a betrayal brews in the background. The tragedy of the drama is that they are likely the best friends either ever had, and the closest thing to family either of them has left. May takes her low-budget picture to the streets and lets friends and former collaborators Cassavetes and Falk hit their shaggy rhythm while she peels back their sneering bravado to find sad, scared, vulnerable men underneath. It was a down-and-dirty shoot for May, whose rush can be seen in momentary glimpses of her crew in a few shots and overhead lights sometimes dipping into the frame, but that same on-the-fly drive gives the film its edgy, restless energy. "--Sean Axmaker"