Most of the dialogue is sprightly -- it’s easy, everyday talk that actors can breathe to. But Towne’s directing is, surprisingly, better than his construction -- maybe because when he plans to direct he leaves things loose.

Towne has acres of plot here, lashings of it, plot so complicated and so intricate that if you're not clenched to follow every second of it, you're lost. The sheer details of what he has created finally engulf Towne's handsome trio.

Towne has a tremendous gift for creating dialogue that is concise, expressive and distinctive without advertising its own cleverness, and ''Tequila Sunrise'' is worth seeing just to be heard.

I don’t even know if they’ll ever try and make a film like this again, but it certainly won’t have the magic and charm that helps make Tequila Sunrise so special.