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'Be All That You Can Be" reads the Army poster affixed to a wall on a U.S. military base in West Germany, in the days before the Berlin Wall came tumbling down. And in the pitch-dark comedy Buffalo Soldiers, Pvt. Ray Elwood (Joaquin Phoenix) is doing his darnedest to follow those orders: He's driving a Mercedes, sleeping with the colonel's wife, running a thriving heroin operation, and selling truckloads of weapons on the black market.

A sharp satire that presents a stinging portrait of a military teeming with crooks and incompetents, Buffalo Soldiers - adapted from Robert O'Connor's novel - boasts a noirish script and a top-drawer cast. As a portrait of a consummate hustler, and of an institution fueled on nasty politics and bureaucracy, Gregor Jordan's movie belongs in the same, um, ranks as The Americanization of Emily and M*A*S*H - films that don't exactly flatter the U.S. armed forces.

Shot in 2000, and premiered at the Toronto Film Festival in late summer of 2001, Buffalo Soldiers has been sitting on the shelf for nearly two years. Miramax honchos kept postponing its release, debating the wisdom of sending out a film that would run contrary to the perceived post-9/11 wave of patriotism.

Well, it's out there now (sort of - the film's getting a low-profile, limited theatrical run). And it's definitely worth catching. Phoenix, as the desk clerk assigned to the supply battalion's none-too-bright Col. Berman (Ed Harris), brings a sly, quiet intelligence to the role. Despite his scams and lies, Ray Elwood comes off as essentially sweet. When a new top sergeant (Scott Glenn) threatens to upend Elwood's thriving enterprises and cushy lifestyle, he goes after the sarge's teenage daughter (Anna Paquin). It's a calculated seduction, but Elwood can't help falling for the frisky Army brat with the psychopath dad. Trouble ensues.

Elizabeth McGovern, who's not seen enough on screen these days, gives a wicked little turn as the colonel's manipulating wife, and Michael Peña is strong as one of Elwood's cohorts. Gabriel Mann plays a new recruit who insinuates himself into the company, with calamitous results.

Buffalo Soldiers takes its title from the storied regiment founded at the end of the Civil War and made up of freed slaves. It's the only thing about this crafty, cutting movie that doesn't really make sense.

Contact movie critic Steven Rea at 215-854-5629 or srea@phillynews.com.

Buffalo Soldiers *** (out of four stars)

Produced by Rainer Grupe and Ariane Moody, directed by Gregor Jordan, written by Jordan, Erix Axel Weiss and Nora MacCoby, photography by Oliver Stapleton, music by David Holmes, distributed by Miramax Films.

Running time: 1 hour, 35 mins.

Ray Elwood. . . Joaquin Phoenix

Col. Berman. . . Ed Harris

Sgt. Lee. . . Scott Glenn

Robyn Lee. . . Anna Paquin

Mrs. Berman. . . Elizabeth McGovern

Parent's guide: R (violence, profanity, drugs, sex)

Playing at: Ritz Five and Ritz Sixteen/NJ