Despite its nimble opening and phenomenal cast, Twilight eventually runs out of steam. Robert Benton's contemporary film noir takes on the weary, dispassionate quality of its central character, Paul Newman's Harry Ross, a burnt-out, retired detective and ex-cop, a noble failure-maybe too noble.

Part of the problem is that Newman, even at 73, looks too good to believably convey Ross' wreck of a life, and his understated, laid-back performance (though probably what the director wanted) contributes to the picture's lack of vitality. But then, the entire plot revolves around Ross' passive role as senior house boy to the glamorous and high-living former movie stars Jack and Catherine Ames.

This L.A. story begins with a flashback to sunny Mexico, where Ross tracks down the Ameses' runaway teenage daughter, Mel (Reese Witherspoon), cavorting with her lover (Liev Schreiber). In the process of dragging her home, Ross drops his gun and Mel accidentally shoots him near the groin. (This lends itself to a few too many jokes later in the film.) Two years later, Ross is still living with the Ameses, who have allowed him to recuperate over their garage since the shooting. Though his flesh wounds are healed and he's off the bottle (we learn that he is divorced and that his daughter has died), he's got it bad for the alluring Catherine. Susan Sarandon, looking formidably hot at 51, plays Catherine as both a ferociously loving wife and an irresistible come-on. True to the genre, Jack sends Harry off on an enigmatic mission to one Gloria Lamar that's as safe as the Titanic, as Harry gets shot at and winds up implicated in a murder investigation. Margo Martindale, as Gloria, enlivens the proceedings with her raunchy blackmailer with a heart of gold. Even when she's shaking Ross down, you have to love her.

As the violence escalates, Ross discovers that Catherine's previous husband had died an apparent suicide, but no one has ever found the body. The police want Harry to turn himself in, but his old flame and former police partner, Verna (Stockard Channing), gives him 24 hours to find the real murderer, after letting him know with a toilet flush what that will mean to her career.

Compared to last year's L.A. Confidential, not to mention the classic noir Out of the Past, to which this film seems indebted, Twilight is light on atmosphere and compelling characters, but it manages to sustain a moderate level of suspense due to star power and a plot that keeps you guessing. Unfortunately, once the mystery is solved, it's anticlimactic. It just doesn't seem to matter much.

However, Benton, who co-wrote Bonnie and Clyde, and wrote and directed Kramer vs. Kramer, Places in the Heart and Nobody's Fool, displays his characteristic empathy towards his characters, especially Hackman's cancer-stricken Jack. He's courageous framing an entire movie, a murder mystery at that, around mature characters who complain about their prostate and take their time easing out of a chair. He never condescends to his characters or the audience, and he directs with a sure, visual flair. But there is an uneasy balance between the picture's tongue-in-cheek sequences and its attempts at rueful pathos.

It is an undeniable pleasure, however, to watch so many old pros at work. James Garner turns up as Raymond Hope, an amiable and wise-cracking former colleague of Ross'. Nothing he does here is surprising, but it's nice to have him around. When he tells Ross, however, that the two of them will never have the luck of the beautiful people (i.e., Catherine and Jack), it doesn't ring true. There's no way to forget that these four actors are remarkably well-preserved, thriving movie stars. Channing makes the most of her limited screen time with her impeccable comic timing and tasteful mugging. And Hackman, as the story's most complex character, beautifully conveys Jack's bravado, anger and fear. In a role that adds nothing to the movie, Giancarlo Esposito plays a caricatured limo driver who dreams of being Ross' full-time partner despite his fear of violence.

Early on, Ross says that, after all he'd been through, 'you'd think the world would lose its power to seduce.' Twilight would be far more successful if it seduced us as well.

--Wendy Weinstein