WHAT A BEAUTIFUL, smart, sad film—and what a beautiful, smart, sad film pissed upon by bad sound. Set almost entirely in the front seat of a car, Free Zone shows Jewish American Rebecca (Natalie Portman) and Hanna (Hana Laszlo), a middle-aged Israeli, road tripping across Israel's desolate, scorched desert-scape. Hanna, serious and hardened by war and terrorism, is en route to Jordan's "Free Zone," a tax- and customs-free area where Israelis and Arabs set aside their differences to buy and sell cars. Rebecca, looking to escape the fallout of her breakup with Spanish Israeli fiancé Julio (Aki Avni), is along for the ride.

Plot-wise, Free Zone is a meditation on Israeli/Palestinian relations, borders (physical, mental, and political), and—more so—life in the still forming and tumultuous country. But it's also a dialogue film, as Rebecca and Hanna get to know each other, as dependency turns to camaraderie, and as Rebecca learns the heavy reality of Middle Eastern life. And again, the big crushing problem: Most of the dialogue, mainly Hanna's and Julio's (shot in trippy, double exposure flashbacks) is mumbled, whispered, said with faces turned away from the camera, and buried deep in accent. Traffic noise rumbles over important lines in pivotal scenes, bit characters (who are nevertheless important to giving the story a sense of place and tension) are incoherent, and half your time is spent rewinding the tape to get the full story. That is, I rewound. Theater viewers won't have that luxury. It's a sad fact that something like sound could diffuse even some of the power of a great film like this. Best advice: Wait 'til it comes out on DVD. Then turn on the subtitles and enjoy.