Mr. Audiard, who wrote the script with Tonino Benacquista, establishes the grind and slog of Carla's existence in a few swift, dexterous scenes. The sense of frustration we feel on her behalf prepares us to accept the crucial fact about her character that those around her miss altogether. Beneath her meek, humble facade is a quiet, volcanic fury, the flowering of which is among the film's many surprising satisfactions.

Worrying that she might be overworked, Carla's boss allows her to take on a helper — a "secretarial assistant" in the words of an employment-agency bureaucrat — to handle some of the endless drudgery. She hires Paul Angeli (Vincent Cassel), a mopey ex-convict with no qualifications, who is unlikely to threaten her position, such as it is.

The two are soon embroiled in a pyschological power struggle that threatens, oddly but convincingly, to turn into an office romance. Carla has at last found a Carla of her own, someone to pity and boss around. The various kindnesses she performs for Paul — she finds him a place to stay and covers for him when he misses an appointment with his parole officer — are also calculated ways of putting him in her debt.

For his part, Paul assumes that her interest must be sexual, and he is not entirely wrong, even though she fights off his rough, clumsy advances. "You think you owe me," she says afterward, " and you pay me with what you have. But it's true. You do owe me." She is clearly intoxicated by his coarse masculinity. At one point, after Paul has been beaten by thugs from his past, she bundles herself, alone in her room, in his filthy, bloodstained shirt. But she also fantasizes about being the unattainable object of his desire, acting out imaginary conversations in which she sweetly plays hard to get. Her glee at discovering, at long last, a measure of power is accompanied by an increased vulnerability.

Their differences of skill and temperament turn out to be complementary. Paul's knack for robbery helps Carla take revenge on an especially piggish co-worker, and her lip-reading ability, along with her organizational talents, make her a valuable partner in crime. Each is using the other, which turns out to be a better basis for intimacy and solidarity than the harsh politesse of the office.

In its second half, "Read My Lips," which opens today in Manhattan, mutates almost casually from a workplace comedy into a violent, clammy caper film. Paul, like most movie criminals, has trouble leaving the thug life behind and finds himself indentured to a brutish nightclub owner named Marchand (Olivier Gourmet). There is a big bag of money to be heisted, as well as some nasty characters to contend with, and the psychological nuance gives way to the more conventional machinery of suspense.

Throughout, Mr. Audiard's direction is fluid and quick. He uses sound editing and fast changes of perspective to mirror the effects of Carla's disability. Some noises are all but inaudible, while others are jarringly amplified (especially when she turns up her hearing aids), and the camera movements suggest that Carla has compensated for her hearing loss by developing a keen visual sense. She can read not only lips, but also the information embedded in posture, eye movements and body language.

Like so many European pictures these days, "Read My Lips" seems destined to be remade in Hollywood, and it is unlikely to be improved by the addition of vainer actors, a simpler screenplay and flashier direction. Its ingenuity will not be hard to replicate, but its gritty immersion in the petty indignities of working life — something of a French specialty in recent years — is unlikely to survive. It is this quality that gets under your skin and turns its two beleaguered losers into genuine outlaw heroes.

READ MY LIPS

Directed by Jacques Audiard; written (in French, with English subtitles) by Mr. Audiard and Tonino Benacquista; director of photography, Matthieu Vadepied; edited by Juliette Welfing; music by Alexandre Desplat; produced by Jean-Louis Livi and Phillippe Carcassonne; released by Magnolia Pictures. At the Paris Theater, 4 West 58th Street, Manhattan. Running time: 115 minutes. This film is not rated.

WITH: Vincent Cassel (Paul Angeli), Emmanuelle Devos (Carla Bhem), Olivier Gourmet (Marchand), Olivier Perrier (Masson), Olivia Bonamy (Annie) and Bernard Alane (Morel).

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