Closely adhering to Leonard's novel, while adding his own unique sense of flair, Tarantino introduces Jackie Brown (Pam Grier,) a middle-aged flight attendant in a heap of trouble. Caught transporting money and cocaine into the States from Mexico, Brown faces a stint in prison unless she gives up the identity of the man she's working for. Unfortunately, that man is weapons dealer Ordell Robbie (Samuel L. Jackson,) an extremely violent type with a penchant for murdering snitches. Faced with the prospect of jail or death, Brown proposes setting up a sting with ATF agent Ray Nicolet (Michael Keaton) to nail Robbie. Meeting with Robbie, she proposes using the sting to double-cross the cops, while slipping a half million dollars into the country right under their noses. Then she huddles with bail bondsman Max Cherry (Robert Forster) and asks for his help in twisting the sting into an elaborate triple-cross. If successful, Brown could get Robbie out of her life and end up with a great deal of money, but the set-up is risky in a dozen different ways. And so the caper begins.

Tarantino takes his own sweet time getting to the caper, devoting a good stretch of the film to an up-close-and-personal look at Ordell Robbie, a fast-talking hustler who is both riveting and repulsive. Samuel L. Jackson, one of the great actors of our time, is electric here, creating a hyper-active viper with an oily charisma. Almost as disturbing as his bursts of intense violence is his incessant use of the word "nigger," which pops up literally dozens of times during his staccato harangues. Tarantino may think lobbing the word around provides street credibility, but his fascination with the term feels juvenile and offensive.

Robbie's right-hand man is Louis Gara (Robert De Niro,) a quiet ex-con more interested in getting stoned with Melanie (Bridget Fonda,) a girlfriend and shill of Robbie's, than in taking care of business. Jackson and De Niro are a colorful pair, though nowhere near as interesting as Jackson and John Travolta's Jules and Vincent in "Pulp Fiction."

Far more engaging are the characters of Jackie Brown and Max Cherry, wonderfully realized by Pam Grier and Robert Forster, the latest pair of actors to receive career resuscitation from Tarantino. Grier, a 70's pop icon as star of "Foxy Brown" and a host of blaxploitation flicks, is compelling in the film's lead role. Jackie Brown is a handsome middle- aged woman whose great poise masks the despair and desperation she feels. Trapped in a low-paying, dead-end job with a small airline, she realizes that the clock is ticking and her options for success are extremely limited. Her legal crisis forces her to confront a bleak future, and take what could be her last big chance.

Robert Forster, who starred in "Banyon" and other forgettable 70s TV fare, exhibits a subtle, smoky charm as world-weary bail-bondsman Max Cherry. Another victim of middle-age malaise, Cherry trudges through life with dead eyes, until he meets Brown. Instantly smitten, he finds himself tempted to break free of his own dreary pattern of existence. When the two are together, they discuss little things, such as the weight gain that often comes when one stops smoking, but there's something bigger going on. They're really talking about their fear of aging and being alone, of regrets and missed opportunities. Mostly, they're testing the waters with each other, to try and determine if it's worth taking the chance of feeling again.

That's pretty heady stuff for Quentin Tarantino, whose work in "Reservoir Dogs" and "Pulp Fiction" was sharp as a knife, but tended to lack depth. Using his camera more subtly than ever and employing lots of extreme close-ups, Tarantino deals with intimacy in a way he never has before. At two hours and thirty five minutes, "Jackie Brown" lags in spots, lacking the peaks and valleys necessary to sustain its length. Despite its difficulties with pacing, though, "Jackie Brown" is ample proof that Quentin Tarantino continues to grow as one of America's brightest filmmakers. Now if he'd just ease up on the "nigger" business...