The best movies by the Coen brothers are deadpan essays in dark comedy, with intricate plots and memorable character performances. Those traits apply to their worst films as well, devilishly dry character studies that can seem like an inside joke between two closer-than-close siblings.

"Burn After Reading" is mid-range Coens, not as dopey as Big Lebowski, not as dry as Fargo. They've left behind the lyrical, literary and epic qualities of " No Country for Old Men" for an old-school Coen-style farce, a comedy peopled with idiots and spattered with bloodstains, a film with profanely witty dialogue and so much plot you almost need to take notes in the dark.

It begins with the demotion and subsequent "I QUIT!" from Osborne, a CIA analyst. One of the great pleasures of the movie is watching John Malkovich, as that analyst, run through his repertoire of ways to say the "F word" as he melts down in scene after scene. For instance, a CIA boss says he drinks too much.

"[Bleep] YOU, Peck. You're a Mormon. To you, we all drink too much!"

Osborne vows to write his memoirs, which promise to be, well, something.

A computer disc of those CIA memories turns up at the Georgetown Hard Bodies gym, where personal trainer Chad ( Brad Pitt) wonders how to cash in on the find. A second great pleasure here is watching Pitt play the prettiest dim bulb on the chandelier, a guy sure there's money in something he can only describe as "sensitive [stuff]!"

His co-worker Linda ( Frances McDormand) is desperate for plastic surgery that her shallow job and shallower worldview tell her she needs. She's lonely. If only she didn't see the gym manager (Richard Jenkins) who pines for her as a loser. If only she didn't see Chad's find as the financial solution to her surgical needs. If only she didn't prowl the Internet, looking for Mr. Right but settling for one-night stands with every twitchy narcissist who comes along.

George Clooney, as his most narcissistically twitchy, is Harry, a married Federal marshal who sleeps around and enjoys the favors of Ossie's icy pediatrician wife ( Tilda Swinton) among others. He's gotten through this life with a million-dollar smile, and finishes each coital interlude with a vain "I think I have time for a run!"

"Burn After Reading" is a paranoid vision of upper-middle class Washington, with everybody spying on everybody else. And since everybody is CIA or Federal marshal or what have you, nobody can be sure that the car tailing him or her isn't The Agency or a cop or a private eye or a process server.

The film has an antic energy that waxes and wanes, and it seems to get winded just as the blood starts to spill. It doesn't reach a climax, just a "Well, that's all the time in Clooney's/Pitt's/Swinton's/McDormand's/Malkovich's schedule we can afford" finale. David Rasche and J.K. Simmons play befuddled CIA section chiefs who try to piece it all together for themselves and for us, with limited success.

But with a wealth of lip-smacking character turns and a plot that keeps us off our guard, "Burn After Reading" takes its entertaining place among the better lesser Coen brothers films, even if it doesn't burn itself into our memory.

See the trailer and find local showtimes for "Burn After Reading."