Little film, enormous subject - what the heart wants, and what the head wants, and what the groin wants, and how it's never a trifecta. This reflective and subtle film is something of a surprise from writer-director James Gray, who has specialized in brutish, rather stupid crime melodramas, particularly last year's “;We Own the Night,”; a film so out of time it felt like it sat on a shelf since 1973.

Not so with “;Two Lovers.”; Although the darkly brooding New York locations still lean in on the characters like a haunted forest, there's a fair amount of sly, deconstructionist humor here, as well as up-to-date plot devices like inconvenient cell-phone text messages. The movie also plays the game of confounding expectations, turning movie plot cliches against themselves. If there's a drinking game associated with “;Two Lovers,”; it's Take a Swig Whenever There's Clumsy Foreshadowing.

In the very first shot, a young chap attempts suicide by leaping off a bridge, but after being submerged for a while, he changes his mind and fights for the surface. And so we meet Leonard, the somewhat undisciplined pile of damaged goods that is played so well by Joaquin Phoenix, who trudges off his well-meaning Jewish parents and shrugs off Mom's query about why he's all wet. Suicide - business as usual for Leonard, and so for the rest of the movie we worry every time he uses a butter knife or stands on a subway platform.

Quickly, Gray sets up a life-choice scenario. Leonard's living at home with his dry-cleaner parents following yet another suicide attempt after his fiancee dumped him when it was discovered they both carry the Tay-Sachs allele. Leonard's father is setting up a partnership with a wealthy investor, who happens to have a single daughter, hint hint.

When Leonard meets Sandra (Vinessa Shaw), the set-up is so obvious that both of them are amused. And yet, they are attracted nonetheless. Sandra sees a man she can mother; Leonard sees stability and good sense.

Ah, but Leonard isn't all that sold on dry-cleaning. He's a somewhat self-conscious artiste who shoots black and white urban landscapes - it's somewhat jarring, in this day of digital imaging, to see those bright yellow Kodak boxes of paper. Leonard must have cornered the market before Kodak stopped making it - and his images are sad and unpopulated. Sandra sensibly has a proposal: photograph her brother's bar mitzvah in black and white, as an addendum to the stock color work.

Sensible Sandra! She breaks Leonard out of his shell and boosts his photographic self-confidence, whilst drawing him into the family.

And then, like a clap of thunder, suddenly there's Michelle, a blonde shiksa who is Trouble With Baggage. Michelle is dating a married guy, gets tweeked on Ecstasy, is both emotionally needy and ungiving, and has a true talent for demanding help at inappropriate times. But she's also a lot of fun, boosts Leonard's self-esteem, inspires him to be creative and humorous and sexy, and, as played by the luminous if slightly weedy Gwyneth Paltrow, is like a glowing blonde lighthouse on a stormy brunette night.

Both women are muses, in a way. Who is better for Leonard? Both are equally attractive - bravo for Gray for not making Sandra a nebbish - and both promise different life paths, one stable, one adventurous.

Oy. Such questions. That's the way it would be put in a Woody Allen movie. Gray, however, does not take the easy way out. And we know, thanks to all that slathered-on foreshadowing, that the final choice will bring instant regret. Leonard's just the sort of guy to brood about the one who got away, even if he neglects to take her picture.