Director Herman Yau has done a lot of growing up since putting together the rather ho hum Ebola Syndrome back in the mid 90's, a trend affirmed not long ago by superb gangland classic On the Edge.He's back with another positive turn, this time at the wheel of a sober, almost nostalgic look at the realm of prostitution in Hong Kong and the realities faced by those employed by the extensive industry.And an industry it is, something the movie really wants to get across and succeeds, as it does in entertaining viewers while disseminating its message. Overall, we are thus graced by a pleasant romp that has none of the sexuality one might anticipate due to the subject material, instead opting for a few solid character performances and a run blessedly free from awkward gaffes and rough spots.The premise is really simple. Zoom in on a typical HK "nightclub", presumably in Tsim Sha Tsui although as much is never outright revealed. We peek at the behind the scenes element to begin with, as the two madams of the house, Coco (luscious Athena Chu) and Jenny (Candice Yu from Swordman II and Infernal Affairs) rally the troops for another night of fun-filled debauchery. It appears business isn't as good as it used to be back in the "good old days", with Hong Kong's getting closer to the mainland not helping matters. Clients have cheaper, more attractive options available up north, and local working girls are compelled to share their business with recent arrivals from the provinces.On top of all that mood of change and end-times, an enthusiastic activist hounds the ladies, trying to get them organized in a sort of union and encouraging awareness of the rights sex workers are entitled to. This theme is rather topical, and something often discussed in Hong Kong these days, as are the aforementioned mainland chicks.Probably the main protagonist in Whispers and Moans is Nana, a local girl who's involved in prostitution for reasons not explicitly described in the movie, although her underprivileged background and poverty-stricken upbringing probably have much to do with the decision. Done by Mandy Chiang, Nana's not the most appealing of the characters on display here, and her nonchalant, low-motivation demeanor seems more fitting of a teenager working a mall retail gig. Perhaps this is another way of telling us there's really no difference between sex workers and the employees of any other industry.Nana contends with taking care of a drug-addicted best friend who's also working at the club, a love interest who's completely oblivious of her nocturnal activities, and an overarching sense of aimlessness.The main threads at play in Whispers and Moans involve fear of infection and guilt at exposing loved ones to the shady realities of the biz. However, there's no overly emotional exploitation here, and absolutely no pandering to prostitute stereotypes. They're just normal people, not rotten to the core or with a magical heart of gold lurking beneath. Although in possession of a decidedly simple story, Whispers and Moans does well in depicting the lives and times of its characters, even though we only get to stay with them for a mere ten days.The Category III slapped on this one likely is due to the gorgeously rich language employed by the various personas. It kind of makes up for the lack of cuss words so typical of Asian-based movies. Indeed, there's lots of F bombs throughout, and one character (the seriously sexy Happy) does one better and goes on a multi-lingual, five minute tirade that'll behold you kissing the screen with glee.Don't expect nudity, cause you won't get more than the ladies in bikinis, and not skimpy ones at that. There's no hanky panky to save you life in Whispers and Moans, and it likewise only suggests, very briefly, the well-known involvement of organized crime in the sex industry.The focus here is on the characters, and since they're all convincing, even Patrick Tang as an annoying gigolo, that's a good thing.This is a very unashamed look at the so-called underbelly of society, and in its small, subtle way challenges this conception and leads one to question where the real underbelly may in fact reside.Check it out.Rating: * * * *