Clive Owen stars as Smith, an enigmatic homeless man with a taste for carrots, who happens to be in the wrong place at the right time when a pregnant woman fleeing for her life runs past him. Unable to sit idly by as a small army of armed killers pursue the shrieking lass, Smith decides to get involved, leading to a brutal shoot-out that never quite pauses, even as Smith helps deliver the baby. Enter Paul Giamatti as Hertz, the cold-blooded leader of the killers pursuing the woman and her freshly-delivered baby and, more importantly, Elmer Fudd to Owen's Bugs Bunny. Hertz even calls Smith a "wascally wabbit," and understanding that Giamatti is Elmer Fudd and Owen is Bugs Bunny is crucial to truly appreciating Shoot 'Em Up.

When the nameless mother catches a stray bullet in the head, Smith is left to his own devices as he takes off running from Hertz. Enlisting the aid of DQ (Monica Bellucci), a hooker with a heart of gold, Smith cuts a bloody swath through a never-ending roster of expendable henchmen as he tries to figure out who wants the baby dead, and why. With every bit of eye-rollingly silly exposition that takes the audience once step closer to figuring out the absurd plot, there thankfully comes another bit of violent action that goes further over the top, surpassing anything served up by other films of this nature. Between the shooting and the killing and the killing and the shooting, the plot reveals a sinister scheme involving a baby factory and a conspiracy theory that is just plain laughable. But that's okay, because you are supposed to laugh--as well as cheer--as Shoot 'Em Up delivers one check-your-brain-at-the-door action sequence after another. Just when you think the you've seen it all as Smith throws a hump into DQ while laying waste to a team of gunmen, you realize that was just foreplay for when Smith gets in a gun battle with another small army, while parachuting from a plane.

Although I was initially disappointed when Clive Owen was not cast as James Bond, his work in films like Shoot 'Em Up and Children of Men are making sure his talents are not going to waste. A role like this in a film like this requires a serious actor who does not take himself too seriously. Owen pulls it off wonderfully, never tipping his hand that this is as much a comedy as it is an action thriller. The real comedy is left to Giamatti, who hams it up and really seems to appreciate the opportunity to play a sadistic villain. Both actors deliver performances that run the risk of being under-appreciated in a film that can easily be distracting.

With the first 15 minutes of Shoot 'Em Up unfolding with the sort of ludicrous action usually reserved solely for Hong Kong cinema, it is hard to believe that the film could go anywhere but down from there. Instead Davis manages to take his film ever-higher, reaching a point of over-the-top that few filmmakers would ever dare approach, for fear that audiences just won't be able to process everything. And while Davis' film never comes close to something like John Woo's seminal Hard Boiled, Shoot 'Em Up is one of the few movies that seems to really understand that particular language of action and violence, creating a cartoonish cavalcade of carnage.