"TROUBLE in Mind" is an impassioned piece of movie blues from the unpredictable and ingenious auteur Alan Rudolph. The maker of "Choose Me" returns in triumph as writer/director of this quirky allegory.

Hardboiled dames and soft-hearted dolls, heavyset losers and loners in sloping fedoras people this Key Largo, where the future is noir, the rain doesn't stop, nor do the upended clich'es nor the dead-to-rights dialogue.

Heroes and has-beens deliver aphorisms out of the sides of their mouths. Every other sentence is a quotable, seminal gem. "If a man looked at a woman's mouth before her eyes, he'd get fooled a lot less." It always sounds like it means more than it does.

But don't expect the standard palm fronds and ceiling fans, for Rudolph sets his story on the low-down, wrong side of a town called RainCity. It's the same as it ever was on the down side, except wetter, with more Asians and military police.

Kris Kristofferson, like a Humphrey Bogart/Dirty Harry, acts the essential loner in the eclectic cast. He's Hawk, a former cop who's just finished a jail sentence for shooting a deserving party. Hoping to piece his life back together, Hawk returns to his old haunts at an early-morning greasy spoon called Wanda's Cafe -- where the coffee's always hot but the owner never is.

Genevieve Bujold, odd but appealing, costars as the world-weary Wanda, a woman who knows everything there is to know about men and eggs over easy. Her cafe is the center of this nether netherland, photographed so boldly by newcomer Toyomichi Kurita that you start to look behind you, feel the hairs go up on your neck.

Then out of the woods come a naive country couple looking for city jobs. Keith Carradine is the obsessively protective husband Coop, with Lori Singer as the earth mother Georgia, nuzzling and nursing her baby Spike.

Carradine, who starred in Parker's "Welcome to L.A." and "Choose Me," makes a comical cad, a bumpkin turned bad guy, seduced by the slickers into a life of crime. Georgia, with her angelic face and halo of yellow hair, embodies innocence, floods the screen with it. Naturally, innocence is attracted to experience, and vice versa. And it's love triangle time.

Eventually the lot get mixed up with the RainCity mob boss, a plump and erudite overlord named Hilly Blue. The actor-ess Divine may be the most memorable villain since Sidney Greenstreet in this quasi-parody, with his cruel lisp, his ear cuff and a fiddler to play him in like a great greedy Nero. "You have nothing but bad qualities," sneers the art-collecting crime czar to Hawk. "And yet you think you have a heart."

Hilly's own heartlessness is finally blasted out of him when the whole dastardly doings are settled in a final blow-out reminiscent of the Charge of the Light Brigade. There are so many standout scenes and moments, but it's the overall mood that mesmerizes. The movie reaffirms Rudolph's ability to mix the music, the milieu and the themes, all enticing in themselves, into a balanced and irresistible whole. Mark Isham's jazzy fusion score and Marianne Faithfull's gravelly vocals are as integral to the story as setting and dialogue.

"Trouble in Mind," a striking comic confection, is like nothing we've seen before: "Casablanca" meets "Blade Runner" in post-post-modern terms.

TROUBLE IN MIND (R) -- At the MacArthur.