How does a witty, fiendishly clever movie starring Julia Roberts and Clive Owen as a pair of corporate spies playing head games on each other fail at the box office?

In the case of Duplicity (Universal Home Entertainment, $30 DVD, $40 Blu-ray), which stalled at a $40 million gross earlier this year, the culprit may have been a screenplay so packed with twists and turns it even outfoxed the audience. That shouldn't be as big of a problem on home video, where your trusty rewind button allows you to go back and rewatch scenes of exposition that might leave you a little befuddled.

But the beauty of Duplicity, the second film from writer-director Tony Gilroy (Michael Clayton), is the speed and dexterity with which the complicated story unfolds. The film only seems confusing if you're not paying attention. Gilroy, who also wrote the screenplays for the three Bourne pictures, has an unerring sense for pace and plot construction. Duplicity is a big Bavarian pretzel of a movie, but one that has been beautifully contorted. In another era, the movie would have starred Cary Grant and Audrey Hepburn, and no one would have complained.

The DVD and Blu-ray versions include only one extra, but it's a great one. Gilroy and his brother John (who served as editor and co-producer) deliver an illuminating and informative commentary track recorded shortly before the film's release, so they never talk about the disappointing public reception of the movie.

They do, however, go into great, fun detail about the project's history. Gilroy originally wrote Duplicity seven years ago for Steven Soderbergh to direct, with the provision that Soderbergh would set the script free instead of sitting on it indefinitely if he decided not to make it. ``As complicated as the script might seem, it wasn't a complicated movie to write,'' Gilroy says. ``I was really just trying to show off for Steven.''

Once Soderbergh passed, various others circled the project, including Steven Spielberg and David Fincher, but no one fully committed. Halfway during the filming of his first movie, Michael Clayton, Gilroy decided he'd make Duplicity himself, and after Clayton star George Clooney introduced him to Owen during a break in shooting, Gilroy knew he had found his leading man.

Gilroy says part of what makes Owen such a good actor is that he's utterly comfortable in his skin, so he's willing to play scenes in which he's emasculated by his female co-star in a battle of wits. ``What's so liberating about Clive is you don't have to butch him up. You don't have to man him up, so he's comfortable enough to get knocked down a peg. He never came to me and said, `You think I could be a little cooler in this scene?'''

Gilroy also reveals that Duplicity's opening scene, which is set in Dubai, was originally written at the request of Spielberg but that it was shot half-heartedly, because Gilroy never really intended to use it. But after test-screening the movie, Gilroy realized the scene was essential, because it made ``little explosions of difference'' throughout the rest of the film, a testament to Spielberg's uncanny storytelling skills.

`SURVEILLANCE'

The first film from director Jennifer Lynch (daughter of David) since her notorious 1993 debut Boxing Helena, which effectively derailed her career, the nasty little ditty Surveillance (Magnolia Home Entertainment, $27 DVD, $35 Blu-ray) stars Bill Pullman and Julia Ormond as a pair of FBI agents investigating a string of horrific serial murders.

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