Throughout the 1980s, there was a film seemingly on loop on HBO called "Tough Guys." In it, Burt Lancaster and Kirk Douglas were gangsters-turned-geezers unable to adjust to the modern world. It was a funny movie with some good sequences and hummed along due to the charisma of its stars. "Stand Up Guys," a new film from Fisher Stevens starring Al Pacino and Christopher Walken, doesn't know if it wants to be a retread of that or some sort of meaningful character piece. As a result, it is neither, and the result is a disappointing, although not entirely worthless enterprise.

Pacino's Val lumbers out of a near three decade prison sentence (where he didn't turn rat!) and is picked up by his old best buddy, Walken's Doc. They immediately jump into two of the best impressions of Pacino and Walken you are likely to hear on "Saturday Night Live." Each dares the other to have stranger cadences, alternating between baby talk or just sounding like drunks reading off a cue card. It's an artistic choice both men make from time to time (Walken's recent and sparing use worked to great effect in the quite good "A Late Quartet"), but under Stevens's more-is-more direction it is insufferable.

After a parade of Viagra and hypertension jokes (or, should I say, "jokes"), something resembling dramatic conflict emerges. Walken is going to have to whack Pacino before morning. Before he does, however, there's going to be a night of sexcapades, car chases, kibitzing at the diner and, eventually, meaningful glances inside a church. They pick up their third musketeer, Alan Arkin, who huffs oxygen at death's door, which is a little ironic as his performance is the one with the most life in it.

There's an unseemly sexist side to the film that I'd be willing to simply chalk up to chancy character verisimilitude if the film didn't make such a blatant third-act reversal to prove that the "guys" aren't so bad. The women here are all objects — long-lost perfect granddaughters to admire from afar or prostitutes left begging for more old school cocksmanship. A gang rape victim (who seems not that upset once given a turkey club sandwich) is merely an opportunity for our guys to kick ass and do some good. Oy.

And yet, and yet, as the movie continues, despite the incessant faux 1970s incidental blues musical cues and the generic staging of every scene, the characters slightly grow on you. Or at least Walken's does. There are few that do melancholy as well as he does. I was shocked at how much I liked the guy and how much I cared about what his final decision toward his friend would be.

It's a pity because there's a good movie in "Stand Up Guys" somewhere. The all-in-one-night setting lends it a theatricality that, with a more innovative director, could have been an emotional workout. The structure is a compressed version of Hal Ashby's "The Last Detail," but Stevens always chooses to go for the cheap joke, and that cheap joke is frequently found in uninspired editing or use of music. When our characters are cavorting, they should feel like outsiders — deviant bulls knocking over the china in a Hunter S. Thompson-esque style and we should, in some way, know their pain. But it doesn't work like that. They are cartoon characters, and ones who turn on a dime to be all serious when the final curtain draws near.

As a result, "Stand Up Guys" feels like a play — a play produced in a second-tier city where a number of celebrated actors get an opportunity to gum on scenery and deliver what's expected of their marquee persona and leave you with nothing more. In other words, a not-very-good play.

Grade: C