Paul McGuigan's GANGSTER NO. 1 is an extremely violent British gangster movie that recalls older classics like THE LONG GOOD FRIDAY. The best part of the picture is the acting, although the warm, intimate cinematography, full of chilling close-ups, is superb, the editing, full of unusual transitions, is inviting and the rich, ironic music perfectly sets the mood. Delivering frightening, memorable performances are Malcolm McDowell (A CLOCKWORK ORANGE) as the old Gangster No. 1, who also narrates, Paul Bettany (the imaginary roommate in A BEAUTIFUL MIND) as Gangster No. 1 in his prime and David Thewlis (Besieged) as Freddie Mays, the "Butcher of Mayfair."

As the movie begins, the older Gangster No. 1 has just learned that Freddie is getting out of prison after thirty years. McDowell's weathered and haggard face looks like it is molded out of coarse clay. No sooner have we met the older criminal than we flashback to 1968, when almost all of the story takes place.

In an Oscar caliber performance, Bettany plays an explosive character who spends most of the time repressing an evil grin. If the story were set on the other side of the Atlantic, you could say that the young Gangster No. 1 looks like an all-American boy type. But he is no sweetheart. Shortly after coming to work for the hyper-violent Freddie, Gangster No. 1 demonstrates his capacity for evil by dropping a taxi on a delinquent bill payer's head. A cocksure guy, his weapon of choice is a hatchet, and, in the movie's most memorable moment, he uses it and lots of other weapons to chop up a rival gangster. As he gets blood soaked, the music ("I'll never let you go. Why? Because I love you so.") fills the theater.

Loyalty isn't what Gangster No. 1 is about. He covets his boss's expensive Italian suits, his money, his power and everything about him except his girlfriend, Karen (Saffron Burrows), whom he despises. It's not Karen personally, but her sex that is a problem for him. As he misogynistically puts it in the narration, "Let a bird in your life, and there's knickers in your corn flakes."

If you're very sensitive to violence, this isn't the picture for you. My only complaint is that the film goes on for about a quarter of an hour too long. I'll never forget the three lead performances, and I certainly hope I never meet anyone like their characters.

GANGSTER NO. 1 runs 1:43. It is rated R for "strong brutal violence, pervasive language, and brief drug use and nudity" and would be acceptable for high school seniors and older. Consider it as NC-17, which is what it should have been rated.