TELLURIDE, Colo. - The Telluride Film Festival programmers saved Jonathan Glazer's new film "Under the Skin" for the last debut of opening day and at first glance it was a tad perplexing. The 11:45 PM screening time guaranteed that only the most hardcore of cinephiles would be in the audience. Considering that Glazer delivered the most high profile art film since "Holy Motors" that was a very smart move

"Skin" is adapted from Michael Faber's critically acclaimed 2000 novel, but does not provide as much detailed narrative.  Glazer, best known for his films "Sexy Beast" and "Birth," has instead fashioned an original piece of cinema that is gorgeous, mesmerizing, heartbreaking, frustrating and pretentious all at the same time. It has some of the most haunting images of the year and features the bravest performance of Scarlett Johansson's career.

The filmmaker begins by departing from Faber's explanation of his main character's origins. Unlike the book, where or when Laura (Johansson) comes from remains to be seen. Is she an alien as in the novel? Or, a being from the future or another dimension? Glazer is letting the audience decide.  

We first meet Laura (or "a previous Laura") when one of her motorcycle goons picks up her lifeless body from a darkened hillside in Scotland. In the back of a moving truck a broken Laura is stripped by her replacement who puts on her predecessor's tattered clothes. Our new Laura then methodically gets a new wardrobe and makeup at the local mall as she begins her mission. This first act of the picture finds Laura driving her truck around the urban areas of Scotland seducing men on the street. She coyly convinces them to come back to what they think is her apartment.  Instead, Laura hypnotizes them like a Black Widow and they strip down only to walk into a merciless fate in what can only be described as a liquid prison. What happens to her victims at that point is better viewed on screen, but every entrapment has been stunningly realized.

[Editor's note: Making a note on my own review just for those who think they may be learning too much of the plot even if that's not the case.  You may want to skip the next three paragraphs and then continue.]

Glazer depicts the routine of Laura failing, changing her mind and succeeding perhaps a few too many times, but  it's important to see the human side that appears when the men are speaking to her contrasted with the cold, calculating demeanor she fronts during the rest of her search. At one point we see her inhumanly ignore a young baby orphaned on a secluded beach basically leaving it to die. We see her react in horror to someone else's blood thinking it could be her own. Little moments that show "something" is in there. Things change, however, when she mistakenly trips falling face first onto the sidewalk. Is it a shock to her system? Trauma to her head? All that matters is that it begins to slowly changes her perspective.

That transformation begins during the film's most heartbreaking scene as Laura approaches a deformed man (likely suffering from Elephant Man disease or Neurofibromatosis Type 1) to join her in the van. The man was walking late at night to the supermarket and Laura perfectly plays on his insecurities and loneliness to convince him to return to her liar. After he agrees to go, Glazer includes a close up of him pinching his hand so he knows it's a not dream. It's the most sympathy projected upon any of her victims and, at that moment, it's hard to believe we'll ever root for Laura again. Like clockwork Laura does her job and we see this poor soul walk to his fate, but does he? Walking down the stairs of her building to return to her search for more male captives, Laura is startled by her image in a mirror. Does she finally see her human flesh? Is she remembering who she was at another time? Is she beginning to relate to her victims? All you need to know is that moments later, she frees the deformed man and thus begins the final chapter of "Under the Skin."

The third act of Glazer's near-masterpiece finds Laura on a journey to try to become human as we discover the goons she once worked with are searching the countryside to track her down. She soon realizes, however, she has more to fear from man outside the protections and predictability of her previous existence.

Glazer may be the visionary behind "Under the Skin" cinematic highs, but it must be noted that this film lives and dies on Johansson's incredible turn. Johansson's dialogue is mostly limited to her pickup lines as she scours the city for new meat. Even though a majority of her scenes are silent the 28-year-old actress still finds a way to bring a distinct dramatic arc to her character. Johnasson has shown signs before, but even her harshest critics will have to recognize she's clearly grown into a world class actress.  If making "The Avengers" and "Captain America: The First Avenger" means she gets to take unconventional roles like this more often you won't hear any complaints from fans of independent cinema.

"Skin" is likely to divide the opinions of conventional critics, but Glazer has created a conversation piece that will be talked about long after the blockbusters of this year and next have come and gone. How easily mainstream audiences will be able to view the picture remains to be seen. A distributor will pick it up in the U.S., but a release in more than the 29 theaters "Motors" found is highly unlikely.

"Under the Skin" will continue to screen at the 40th Telluride Film Festival and will have it's official world premiere at the 2013 Venice Film Festival next week.