In an age of moviemaking where non-linear storytelling has, in some ways, gone from the exception to the norm, the trailer for The Lookout -- with screenwriter Scott Frank (Out of Sight, Minority Report) making his directorial debut -- didn't inspire confidence. It shows a hero (Joseph Gordon-Levitt) suffering from a traumatic head injury that affects his memory, a bad guy (a nearly-unrecognizable Matthew Goode) planning a bank heist with our hero's help and a character actor (Jeff Daniels) intoning "Start at the end, and then go back from there ..." before the trailer explodes in a barrage of stutter-cuts and rewind noises. I could feel my eyes involuntarily roll at The Lookout's trailer, and some small, cynical part of myself said "Oh, awesome -- Memento, Jr." And then, I found myself surprised by The Lookout -- and not just because of the fact that, trailer and Frank's work on Out of Sight aside, it unspooled in a fashion as clean and linear as a bullet from the muzzle of a rifle.

I admired its economy, its modernist spin on classic noir ideas, its unexpected surprises and ultimately the fact that the film's central spine wasn't twists or tricks but rather an iron-strong emotional core, brought to life with an ambitious but never showy performance by Gordon-Levitt. As The Lookout opens, teens roll down a road in the night, laughing and smiling -- one couple in the front, one couple in the back. Chris Pratt (Gordon-Levitt) is driving; he kills the lights so they can see the fireflies stream by in the Kansas darkness. And then something bad happens -- unexpected, irreversible. We flash forward four long years, and Chris is having a hard time of it. He forgets things -- the apartment he shares with garrulous, blind roommate Lewis (Jeff Daniels) is marked with Dymo-tape reminders: "lock door from the outside"; "turn off alarm." Chris can't find things easily, or gets confused; unable to locate a can opener, we watch as he tries to open a can of tomatoes with the garlic press. We know it won't work; Chris knows it won't work. But he can't stop trying.

There's also, of course, one thing Chris can't forget -- no matter how much he wants to. Chris works as a night janitor at an out-of-town bank, meets his caseworker (Carla Gugino), and has modest dreams -- of one day being a bank teller, of not having to rely on others so fiercely. "I just want to be who I was," Chris says, and it's a desire that leads to danger. Chris isn't who he was: he has short-term memory problems, problems "sequencing," "frontal lobe disinhibition" -- which means that he can't remember things he just did, can't get from a to b to c, blurts out whatever he's feeling. Then, Chris meets Gary Spargo (Matthew Goode.) Gary was a few years ahead of Chris -- he remembers Chris's hockey glories and good-guy, alpha-male status in school. Gary, it seems, used to envy Chris, but now Chris envies Gary -- his attitude, his easy charm, his relaxed sense of who he is. Soon, Chris and Gary are fast friends, especially after Gary enlists Chris as his wingman in a casual bar pickup that results in Chris being with good-hearted ex-bad girl Luvlee (Isla Fisher.)

But nothing's casual. Gary is planning to rob a bank -- the bank where Chris works as the night janitor. Gary has the plan and the team to pull it off -- now all he needs is the information about when the winter harvest checks will lard the bank's vault with cash -- which Chris can provide. Chris has to keep watch during the heist. It sounds easy, and Chris is skeptical: "That's it?" Gary is less blasé: "That's it? That's a lot. You got the most important job of all -- you're the lookout." Between The Lookout and Brick, it's interesting how Gordon-Levitt's become a sort of post-modern noir hero. In Brick, he was the classic detective; in The Lookout, he's the classic sap. Frank's screenplay pauses to show us the shape of Chris's life -- the interconnected web of expectations and interactions drawn between Chris and his friends and his family. (Character actor Bruce McGill has a brief, yet spot-on role as Chris's dad, a bluff captain-of-industry type with a hardass-heart.)

Chris wants to break out of that, and Gary knows it; Gary's appeal to Chris's shattered sense of self is one of the smartest things in Gary's plan, and Goode carries it off perfectly -- and Chris's desperation leads to desperate measures. The heist goes off, and not as expected. There are a couple of surprises here, and nicely tuned ones at that, like one bit player being surprisingly competent at crunch time, and Gary's enforcer Bone backing up a dangerous air with truly dangerous actions. (Bone is played by Greg Dunham, a first-time actor making an indelible impression in a role with maybe four lines of dialogue -- Bone has a face like a fist headed right at you, hard.) And how a movie with such classic noir elements avoids a cliché noir ending. And how Chris can't stop driving out to where the accident happened, haunted and hounded and hurt.

As a director, Frank manages to not only add notes of style and flair to his own script but also has the wisdom to occasionally sit back and let the story and dialogue speak for themselves. The whole movie looks like a cold-glare bruise -- snowy, dirty streets and run-down apartments, shabby-friendly local bars and the sterile gleam of Chris's family home -- and that brings the shiver and chill of the film's twists and betrayals even more to life. The Lookout isn't looking to set the world on fire; it's trying to be a modest piece of entertainment, neither portentous or leaden nor glib or slick. In that, Frank and his cast succeed; if you like a nicely-crafted crime film with a few surprises and subtleties under the initial clean-and-cool pitch, keep an eye open for The Lookout.