Terry Wowchuck Alcoholic hit man Frank, played by Ben Kingsley, is sent to San Francisco to dry out, where he meets Laurel, played by Tea Leoni.

Frank Falenczyk (Ben Kingsley) is an alcoholic and a hit man, but it's not the killing that gets him in trouble with his boss in Buffalo. It's the drinking -- or, more accurately, the passing out after sucking down a bottle of vodka when he should have been whacking a rival.

The mobsters in Buffalo are split along ethnic lines, and Frank is part of the Polish crew being muscled out by an Irishman (Dennis Farina) in "You Kill Me."

		'You Kill Me' Starring: Ben Kingsley, Tea Leoni. Director: John Dahl. Rating: R for language and some violence. Web site: www.youkillmethefilm.com

Frank's family stages an impromptu intervention, and his uncle (Philip Baker Hall) orders him to San Francisco to get "cleaned up, or else." So the New Yorker reluctantly heads for the West Coast, where an apartment, a job and an AA meeting await.

He has little patience for the addicts who share their sobriety struggles. But he is forced onto the wagon -- which he falls off, in spectacular fashion -- and into a funeral home, where he is assigned to help move, dress and make up bodies.

That's where he meets Laurel (Tea Leoni), a saleswoman whose stepfather has died. When Frank musters the courage to say he hopes he'll see her again, she replies, "Geez, I hope not. Mom's still pretty frisky, and I'm perfectly healthy."

Frank's world, wobbly though it is, starts to fall into place, with Laurel, his AA sponsor turned friend (Luke Wilson) and a real estate agent (Bill Pullman) who decides Frank's work history could come in handy. But Buffalo, with its percolating tensions, may beckon, too.

"You Kill Me," directed by John Dahl, is a sly black comedy that pivots on the charms of Kingsley and Leoni and the novelty of plopping a hitman into the world of AA (more integral here than in "Mr. Brooks," where Kevin Costner's serial killer used the meetings to try to tame his blood lust).

"I didn't really know I was an alcoholic until recently. I'm from Buffalo; drinking's a pretty obvious thing to do there." In fact, he would lob his bottle of vodka into the snow, to chill it and to provide an incentive for him to shovel.

When Frank ponders the AA step about making amends, he's not sorry that he killed people but that he did it so badly because he was drunk.

Frank is no Don Logan, the psychopath Kingsley played with such zeal in "Sexy Beast." Don was like a rabid dog reincarnated as a Cockney con, while Frank is a gruff but quiet man who blossoms before our eyes. He misses the mark on only one thing: his accent, which sounds like he never changed planes in Buffalo, let alone lived there.

The role of Laurel requires someone with an edge -- in other words, a Drew Barrymore sort need not apply -- and Leoni fits the bill. While she can do traditional, she more often goes for the offbeat, as in "Fun with Dick & Jane" or her 1990s TV show in which she played a photographer for a sleazy tabloid (a show ahead of its time, with Anna Nicole Smith as an early guest).

Here, her character has boundary issues, an oddball pet and a high tolerance for habits others would view as deal-breakers.

"You Kill Me," written by Christopher Markus and Stephen McFeely, has gunplay, dark, dry comedy, later-in-life romance and some A-listers in smaller roles. It may not be perfect but it is pleasing.