Susan Sarandon, who seems incapable of putting forth a single false note into any of her screen characters, and Geena Davis, whose amiable goofiness finds another suitable showcase here, make a formidable team in "Thelma & Louise," Sarandon is Louise, a waitress in a small Arkansas diner who has left some unpleasant memories behind in Texas. Davis is Thelma, a mild-mannered housewife whose husband is a selfish lout (Christopher McDonald).

When the two of them decide to escape for a weekend outing, Thelma is so intimidated by her husband she leaves him a note instead of telling him in person. She also throws a gun in Louise's car, just in case a psycho-killer shows up along the way.

But their happy-go-lucky trip turns sour the first night when they stop at a honky-tonk and have a run-in with a local jerk who makes Thelma's husband look like Prince Charming. What happens next sends them farther down the road than they intended, as eluding police becomes secondary to self-discovery.

Written with great wit by first-time screenwriter Callie Khouri and directed as a change of pace by stylist Ridley Scott ("Alien," "Blade Runner," "Black Rain"), "Thelma & Louise" could have been a man-hating feminist thriller, a violent female variation on themes from any number of road movies that have been made about men.

But with its terrifically funny, scary and perceptive story, the film refrains from being strident and is always in tune with its characters' sensibilities. There's more going on here than merely bubbles on the surface.

Louise and Thelma meet up with a young hitchhiker (Brad Pitt), whose intentions may not be as benign as they seem; Louise's boyfriend (Michael Madsen), who tries to convince her he's changed his errant ways; and a cop from back home (Harvey Keitel), with whom they communicate by radio, believes they have been the victims of a "snowballing" effect. They also see some great old faces on the road, lovingly framed by Scott's camera. (Much of this was filmed in southern Utah, by the way, and it looks gorgeous.)

The surprise here is that "Thelma & Louise" becomes more compelling as it rolls along, building up to a payoff that may or may not be to your liking. To me, the climax felt right, though it ends too abruptly.

Meanwhile, some male members of the audience will complain that the men in the movie seem too unsympathetic. But for me it works as a fitting allegory for women who struggle in "a man's world." (Including the run-in with a stereotypical trucker, who gets his comeuppance in a terrific moment.)

Sarandon and Davis are perfect, changing places periodically as the mother and daughter figures, but never in a way that seems contrived. (But will Oscar remember them since the film has opened so early in the year?)

"Thelma & Louise" is rated R for violence, profanity, sex, brief nudity and a funny, if out-of-left-field, marijuana sequence.