Director Matthew Bright made his debut with this brash little comedy-satire-drama, which he calls, appropriately, an "artsploitation" movie. "Freeway" seemed brave, weird and brazenly refreshing when it was released in theaters in 1996. Bright, who also wrote the script, didn't seem to care whom he offended. The movie boasts an array of over-the-top scenarios, making fun of the disabled and leapfrogging over pesky class issues. (The heroine is the sort of girl many would file under the ugly phrase "white trash," though Bright pushes the stereotype so far that he ends up showing us how meaningless it is.) The picture even features a really juicy interracial kiss between Reese Witherspoon and Bokeem Woodbine. Bright knows what buttons to push, but he doesn't just bang on them randomly: As much fun as "Freeway" is, there's a sense of order to its madness, and lots of passion, too.

Witherspoon is Vanessa Lutz, a tough-cookie teenager who takes no guff from anyone. When her hooker mom (Amanda Plummer, in a gleefully unhinged, wild-eyed performance) and crackhead stepfather (Michael Weiss) get hauled off to jail, Vanessa, not wanting to be shoved into yet another foster home, handcuffs her social worker to a bed frame and heads off to her grandma's house in a trailer park somewhere in California. On the way she meets sexual deviant Bob Wolverton (a deliciously sinister Kiefer Sutherland), who pretends to be kind at first (he's a psychologist who works with troubled youths) but who has unwholesome and evil plans for the -- ahem -- innocent runaway. Vanessa, of course, is having none of it. When she realizes what Bob is up to, she cries out indignantly, "You act like you're on some kind of mission. But all you wanna do is get off in a sex-type way!"

You might think you'll be able to guess what happens next in this twisted retelling of "Little Red Riding Hood," but you won't really believe it until you see it. (You'll also learn how to make a handy knife out of a toothbrush, a lighter and a piece of plastic wrap -- without having to actually go to prison yourself!) "Freeway" is such a surprising delight -- I love the way Witherspoon's eyes are rimmed in hard, dark eyeliner, like tiny glittering serpent's eyes -- that it's almost shocking how dull Bright's audio commentary is. He prattles on about the sequence in which certain scenes were filmed, which can be interesting when there's a point to it, but here is just deadly. There's also some nonsense about how Oliver Stone (a producer of "Freeway," and basically the person responsible for giving Bright the chance to make it) would make a great president. It comes off as nothing but idle fawning.

But Bright is sweetly unapologetic about loving Witherspoon's characterization of Vanessa, and about loving girls in general. (He also confesses a weakness for white cotton underwear, a proclivity he probably shares with about 98 percent of the hetero white male population, but at least he's charmingly upfront about it.) At one point, he refers to the legions of French filmmakers who have made movies as tributes to their love of women, and he considers "Freeway" his own version of that. It might be a bit of a stretch, but you can see it in the way he films Witherspoon, so nervy and yet so undeniably cute. At one point, when she's shown in profile, her button nose and perky ponytail like a cartoon cameo, he gasps and remarks on her resemblance to Tweety Bird. He's right. Dante had his Beatrice, Petrarch his Laura. Bright's dream girl comes straight out of Chuck Jones, and that's "Freeway" in a nutshell.

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