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For its first two-thirds, "Friends With Benefits" is a welcome tonic, a sharply funny and raunchy rebuke against the worn-out cliches of romantic comedies.

It centers on Jamie (Mila Kunis), a New York corporate headhunter, and Dylan (Justin Timberlake), an L.A. graphic designer whom Jamie recruits to move east for an art director's job at GQ (a product placement that explains Kunis' recent GQ cover).

They become good friends,and decide to forgo the romantic-comedy cliches (embodied by a Jason Segel/Rashida Jones flick they watch) by agreeing to friendly, emotion-free sex.

Director Will Gluck ("Easy A") deftly flips gender expectations — Jamie's the more aggressive of the two, while Dylan shows sensitivity traditionally reserved for female characters — and brings in strong support from Woody Harrelson (as Dylan's macho, yet gay, co-worker), Patricia Clarkson (as Jamie's man-hungry mom) and Richard Jenkins (as Dylan's Alzheimer's-afflicted dad).

It's in the final third where the movie, as Jamie and Dylan start having feelings for each other, becomes the lame romantic comedy it tries to hate. HHH

Friends With Benefits

Opens today at theaters everywhere; rated R for some violent content and brief sexuality; 107 minutes.