"The Silence of the Lambs" is delicious with foreboding, a masterly suspense thriller that toys with our anticipation like a well-fed cat. Adroitly directed by Jonathan Demme, it lurks about the exquisite edge of horror, before finally leaping into an unholy maw of bloody bones and self-awareness.

Based on the lurid bestseller by Thomas Harris, the film is slave to the novel's plot, but in spirit it goes beyond its grisly text to become a mesmerizing, diabolical retelling of beauty and the beast. At its most compelling, it is not a whodunit, but an unsettling tango between a tender FBI trainee and an unspeakably dangerous sociopath. And so its Valentine's Day release is horribly appropriate.

Jodie Foster, her face a quiet mirror of her inner turmoil, becomes the screen's most admirable heroine as Clarice Starling, a fledgling agent handpicked by her mentor, Jack Crawford (Scott Glenn), to find a notorious serial killer. But to do so, she must first win the help of the even more pathological Dr. Hannibal "the Cannibal" Lecter, a psychiatrist with quicksilver cunning and the unfortunate habit of devouring his patients.

Anthony Hopkins relishes his portrait of the cultured psychiatrist with a chop-licking amorality enjoyed only by carnivores. Not only does he get to chew up the scenery, but various extras. Held in a hospital for the criminally insane, Lecter is kept in a plastic cage to prevent his nipping his keepers. "Are you ever his taste," one observes as the diminutive agent walks gravely into the madman's den.

A dank, clanking dungeon -- thanks to the wonderful sound men -- the walls fairly thrum with the heartbeat of Hades. Clarice may recall the canaries they send into the mines to test the air, but she knowingly goes to face not only the monster but his medicine. Locked away these many years, Lecter not only hungers for flesh but misses his medical practice. And he talks Clarice into a dangerous game of quid pro quo: information about the psychology of a killer on the loose known as Buffalo Bill in exchange for a revelation about her secret self. While not the garden variety bond between doctor and patient or Holmes and Watson, it works in its rude way.

There remains, however, another beast in this kingdom -- the deranged transvestite Buffalo Bill (Ted Levine), a sicko who places a moth's chrysalis in his victims' throats after first killing and skinning them. In most thrillers, this would be a showy role, but by the time Buffalo Bill makes his mincing entrance, we've seen Hannibal at chow time.

Under Demme's direction and photographer Tak Fujimoto's camera, the mood is not only clinical but compassionate. Even an invasive autopsy on one of Bill's casualties seems like some sorrowful last rite for the poor, plump girl. It's the scene that sends Clarice back to Lecter more determined than ever to rescue a senator's daughter (Brooke Smith) currently held by Buffalo Bill. A scrappy young woman, she is refreshingly capable of gaining some control over this impossible situation.

As adapted by Demme and screenwriter Ted Tally, the story manages a feminist perspective without turning Clarice into some phallic Nancy Drew. Neither boyish nor overtly sexual, she solves her crimes very much as a cerebral young woman would, with brainpower and more than the ordinary allotment of gumption. This is not a movie about sex, but gender, a story of Electra among the father figures, all of them in one way or another dangerous and devouring.

But mostly, "The Silence of the Lambs" is just plain scary -- from its doomed and woozy camera angles to its creepy Freudian subtext. It scares like some Poevian raven croaking a warning, perched in the night over the chamber door.

The Silence of the Lambs, playing in area theaters, is rated R for violence and profanity.