Panic is one of those really fun indie sleepers, with a great cast and a dark, but titillating premise. The movie begins with William Macy doing a voice-over as the opening credits come up: "D'you ever get the feeling you're dead?" It turns out he's talking to his shrink (played nicely by the seemingly born-again John Ritter.) Macy is going through an unusual midlife crisis - he kills people for a living, a middle class hitman who inherited the family business from his father (Donald Sutherland). But more and more he feels like he wants out. He's become introspective in his forties and he really wants to try his hand at something else.

His marriage is a cold and perfunctory affair. His wife is played by a non-comedic Tracey Ullman, and he has precocious 6-year-old son played by David Dorfman, with whom he has deep, nocturnal conversations about death, the nature of existence and the music of Beck.

Macy is a good family man, despite the growing gulf between he and his wife, but soon develops a school-boy crush on a fellow shink-patient played by Neve Campbell. Neve is a tad confused herself, struggling with her sexual identity, having recently experimented with lesbian love and it isn't long before they fall into an affair.

As if he didn't have enough balls in the air, his father (who has vetoed his attempt to retire) gives him a most distressing assassination assignment. As it turns out he has to kill his therapist. At this point the film's title begins to take on a new meaning. As usual, Macy is perfect for this sad-sack, put-upon role. Even his young mistress points out how much sadness his eyes convey. Not bitterness, or hopelessness, just a distant sadness. Perhaps they've looked at the world through the cross-hairs for too long. You get the gist.

Writer/director Henry Bromell has written a nice little character study that has a lot of endearing quirkiness, though it over-reaches at times trying to be a little too much like Tarantino. The film isn't without flaws, but the performances are solid across the board and the film offers up some fun surprises that elevate it from being a bit too meandering and unfocused.