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Cold-blooded career criminals Mr Longbaugh (Benicio del Toro) and Mr Parker (Ryan Phillippe) think they have hit the jackpot when they overhear a conversation in a doctor's waiting room about a young woman who is carrying the child of wealthy businessman Hale Chidduck (Scott Wilson).
What could be simpler? Kidnap the surrogate mother-to-be, Robin (Juliette Lewis), exchange the newborn baby for a handsome ransom - 15 million dollars should suffice - and use the girl as protection, in case anything should go wrong.
But it is too good to be true. Not only is Robin far from the easy mark they had hoped for, awakening strong feelings in impulsive and sentimental Parker, but Chidduck turns out to be a union-busting money launderer who doesn't take too kindly to outsiders messing with his family.
Parker and Longbaugh are suddenly on the run from assorted heavies - including battle-scarred bagman Sarno (James Caan) and Chidduck's trusted bodyguards Jeffers (Taye Diggs) and Obecks (Nicky Katt).
The various parties finally cross paths in a godforsaken Mexican bordertown, with Parker and Longbaugh holed up in a brothel, hoping to shoot their way out of trouble. Unfortunately, they are vastly outnumbered and Robin is more than ready to give birth. But as Parker explains: "We don't expect to get the money. We count on getting killed. And anything goes wrong? We win."
Conceptualised as a contemporary western, The Way Of The Gun is a densely plotted game of cat-and-mouse through the American South-West which takes pride in wrong-footing the audience.
Parker provides a running commentary, acting as a tour guide to this hard-bitten and amoral world of crooks and hangers-on. His words are laced with a sense of inevitability - the pair's fate is sealed from the outset, the only uncertainty is how long they'll avoid the showers of hot lead.
Phillippe hides his do-or-die attitude beneath an unkempt beard, and del Toro possesses a magnetic screen presence, trying to keep his partner's impulses in check.
Of the supporting cast, Caan injects real venom into his Mr Fixit, and Lewis provides a strong female presence, willing to arm herself with the nearest rifle to protect her unborn bubba.
McQuarrie's love of movies is evident from the numerous homages and references. The spectre of Sam Peckinpah haunts every frame, especially during the blood-soaked shoot-outs and final Mexican stand-off, while the lead character's names are nods to Butch Cassidy and The Sundance Kid (whose real names were Robert Parker and Harry Longbaugh).
There are original touches too, including a taut car chase conducted at less than 5mph which proves that guile is more important than speed.
Dialogue tends to be a little too pseudo-philosophical for two screen crims and the final reel becomes hopelessly convoluted with last-minute confessions.