Working with cinematographer Alar Kivilo (A Simple Plan, The Ice Harvest), writer-director Frank creates a bleak small-town world for his characters, an effective homage to the kind of small-scale thrillers we never forget. The story takes place in and around Kansas City, but was actually filmed in Winnipeg.

Gordon-Levitt is superb as the damaged boy; his blank features encompass the character's guilt with a smooth sense of identity. Jeff Daniels is also excellent with his dry delivery of droll wisecracks and comebacks, delivering a top notch performance that appears effortless. Even Goode – thankfully losing that cute English guy persona – is great.

In the wake of Memento and Eternal Sunshine of the Spotless Mind, the memory-challenged premise should seem overly familiar. Still, The Lookout is original enough for those who enjoy falling under the spell of a beautifully crafted little thriller.