Frankie Latina's Modus Operandi is a trip. A fuzzed out ode to B-gangster films, '60s political paranoia thrillers, '80s late-night Skinemax, and raunchy underground cinema (think a Quinn Martin production directed by John Waters from a script by Jean-Pierre Melville), the picture is the 30-year-old Milwaukee writer-director's debut, an act of will shot on Super 8 (with bits of video) over the course of four years. "A traditional film gets a budget, they buy the film and they get a production schedule," Latina says. "I didn't have that luxury."

Latina, who has worked as everything from a clerk at Blockbuster to, currently, a teacher of film production to twelfth graders in the Milwaukee public school system, would buy film whenever he had the cash, purchase and paint his own sets and props and assemble whatever crew he could round up on the weekends. Things got better as he assembled a team of producers, starting with a local woman, Janet Beasley, and later, a production company, Special Entertainment. Latina cites as a seminal influence Waters and his film Female Trouble. "When I saw Female Trouble in my friend's parents' living room, not only did I understand that I can make a movie, I understood that I would make a movie."

The plot? Oh, yeah. Latina's Web site calls it "a revenge tale about a desperate CIA agent on a mission to find the man who murdered his wife." And while Latina says, "I had the whole story written out — beginning, middle and end, Syd-Field paradigm," he also admits, "I'm more a visual person. I got weird French magazines and Helmut Newton books and put them in my notebook and wrote notes underneath. The script was really a long storyboard, and then I'd go through my notebook and Scotch-tape in pictures, so it wasn't like a traditional screenplay."

The finished film, which premiered at CineVegas this year and was quickly signed for representation by Josh Braun at Submarine, exuberantly displays its many influences yet is certainly not defined by any of them. "Cassavettes, A Clockwork Orange, Apocalypse Now, Jean-Pierre Melville, Tarantino, Wes Anderson," Latina rattles off. "Stanley Cache, the guy in my movie — he's like a poor man's Alain Delon." In fact, the film's embrace of a poverty aesthetic as it hop-skips from CIA headquarters to Japan (for real) and back is what makes it work. "It's not so much that I wanted it to look like it does, but it's the charm of the film," Latina explains. "I can pretend to tell people that it's some artistic statement whenever it changes from B&W to color, but I just ran out of money those weeks and could only afford B&W." — S.M.

It's not enough to like such films because they're "so bad they're good." You need to specialize, and like the films because they're so good about being so bad they're good. "Modus Operandi," a film by Frankie Latina that has won praise on the midnight movie festival circuit, is such a film.

Yes, it has babes in bikinis. Yes, it has a "plot" about spies and assassins. Yes, it's filmed in Cheapo-Color which is used interchangeably with black and white. Yes, it has scenes set in "Siberia, Russia" and "Tokyo, Japan." But what makes it special is that it was mostly filmed in Milwaukee, and one of its stars is Mark Borchardt, who you may recall as the subject of the great documentary "American Movie." That was about the making of his own bargain-basement horror film, "Coven," which a British actor informed him he was mispronouncing.

If you have paid those dues, there is a special pleasure to be had in "Modus Operandi" sequences like this one: The evil Dallas Deacon (Borchardt), apparently wearing the same glasses he wore in the doc 10 years ago, is being chased in b&w across an open field by a helicopter, in homage to "North by Northwest." He runs and runs and runs, and then disappears into some trees that didn't exist in the previous shots. The (unseen) pilot shouts, "We lost him down by the river!" Cut to high quality new color footage of some ducks floating past, but no Borchardt. Cut to unmatched Cheapo-Color footage of three babes in bikinis, feet astride, standing menacingly on the prow of a speedboat on a lake, not a river. One babe means business. A second babe unties the top of the first babe's bikini and she dives in the water -- because, of course, she is unable to swim while wearing the top. Cut to Borchardt wading into the (river? lake?) fully clothed.

Do you understand why I enjoyed "Modus Oprandi?" You don't. Millions agree with you. The film, now at Facets Cinematheque, is touring the nation in search of those like Quentin Tarantino and John Waters who would stay planted in their seats and watch it a second time.

Often the satire is embedded in the very arrangement of the characters. Know the crime movie cliché in which an evil boss sits enthroned in a restaurant, flanked by hit-men and babes? Here they are obviously in the seating area of a Chinese restaurant's waiting room. Know how the bad guy shouts commands in a phone while his babes make out with each other? Here his headquarters is obviously a bench on the balcony of a hotel. His phone is a pastel 1970s desk model. Know how bad guys give orders to those around them? In one shot here, they're lined up parallel, so they have to look sideways to talk.

The plot involves… two briefcases, I guess. Who cares? They were stolen from a U.S. Presidential candidate. The briefcases are brought up by a scuba diver through a hole in the ice of a frozen lake in "Siberia, Russia." The ice hole is seen being created in unmatching footage pretty obviously of ice fishermen -- in "Wisconsin," is my guess. Only CIA agent Stanley Cashay (Randy Russell) can find the briefcases. When we meet him, he's passed out with his head resting in a tavern urinal, with unfortunate results. At one point the search for them involves a mission to fly to "Tokyo, Japan" to shove a letter under the door of the mysterious Black Licorice (Nikki Johnson), who invariably wears huge 1970s sunglasses, even at night or while receiving a massage. Pay close attention to the footage incorporating Black Licorice in shots of crowds crossing a street in Tokyo.

I dunno who's still reading. You know who you are. If the film doesn't sound unique enough, reflect that it's one of the few in its genre to incorporate (1) a full-screen quote by Alexander Dumas, and (2) a walking-down-the-street shot in homage to "Berlin Alexanderplatz," and (3) a tavern still using a Blatz Beer sign. The Dumas quote doesn't make clear if it was said by pere or fils, but you can't have everything.

Roger Ebert