Keep your finger on the rewind button. Flawless is one of those films that will make you return again and again to scenes where a performance rings so true that you need to sit up and watch it another time the whole way through.

Often, it's something Robert De Niro does as Walt Koontz, a conservative, retired cop who was a real hero on the force. But even more often, it's some gesture, some inflection by the amazing Philip Seymour Hoffman. This actor's making a career of stealing scenes from some of the best-known names in the business.

As Rusty Zimmerman, a man who wants desperately to become a woman, a drag queen (Koontz's words) or a female impersonator (Rusty's more prideful definition), Hoffman is, once again, incredible to watch. He brings a mix of defensiveness, courage, dignity and deep pain to Rusty, who emcees at a local drag club, takes in sewing to make ends meet and serves as the center of the more flamboyant gay community. (His scenes with the suit-and-tie Gay Republicans committee are pointed and hilarious.)

Rusty is Walt's downstairs neighbor in a neighborhood filled with society's "fringe people" -- the not-so-wealthy, the social outcasts, the people Walt's old beat partner Tommy calls "the freaks." When drug dealers come into the building one night to hunt down some of their missing money, Walt's cop instincts kick in. Amber, a prostitute who lives in the building, ends up dead, and Walt lands in the hospital with a stroke.

Flawless ends up as a dichotomy of a movie: Director/writer Joel Schumacher (8MM, Batman Forever) tries to blend the evolving comradeship between Rusty and Walt with the violence of the drug dealers' search for the money they think is theirs. It doesn't always work, and I found myself wishing for much shorter chase scenes with the bad guys (We get the point already. They're bad.), and much, much more of De Niro, Hoffman and their blend of cop and drag queen buddies.

De Niro, as usual, is mesmerizing as man who's always defined himself by what he can do, and now finds he can do virtually nothing. Walt's the kind of guy who insists on struggling home from the hospital alone, then sits in his darkened apartment falling deeper into loneliness. He can't speak. He can't play cards with his old colleagues. He can't go out to the ballroom and dance the tango anymore -- a deeper blow, perhaps, than anything else. But he ends up in Rusty's apartment, with a little indirect pushing from his doctor, to take voice lessons as a way to learn to speak again. It's an arrangement that's not comfortable for either of the men at first -- neither wants pity, and neither trusts the other. At Walt's first session, he lasts all of three minutes and four notes of the scale.

Flawless does have its flaws. Most are minor and are plot-driven -- the two women who get any screen time are Walt's older lover who just uses him for his meager money and the woman who really loves him: Yes, it's A Hooker With a Heart of Gold who might be all of 20 years old. But Flawless is, after all, more of a buddy movie as it follows the deepening respect Rusty and Walt have for each other.

And for this, Flawless comes pretty close to living up to its name.