the lives of older people in the twilight of their years attempting to come to grips with their shared histories and possible futures is a fascinating topic . 
finding an all-star cast for such a film is a stroke of genius . 
combining all that with a three-time oscar-winning director ( robert benton of " kramer vs . 
kramer " ) and creating a decidedly mediocre movie is the stuff of disappointment . 
in yet another noir mystery set in hollywood -- how many of these have we seen during the past few years ? 
-- the atmosphere is moody , the actors enjoyable to watch and the story goes nowhere . 
over-70 harry ross ( paul newman ) is a washed up cop-turned-private eye-turned man friday trying to figure out how to live what remains of his life . 
he's screwed up things pretty well ( " i had a wife and daughter . 
now , i'm a drunk ) and is at a crossroads . 
a couple of years ago , he traveled to mexico to bring back mel ( reese witherspoon ) , the under-age daughter of jack ( gene hackman ) and catherine ( susan sarandon ) ames and now lives with them . 
the ames are former movie stars , past their prime and the three have become fast friends . 
one gets the impression that ross is just hanging out waiting for something to wake him up . 
to fill his time , he does odd jobs for jack and falls in love with catherine . 
jack is in even worse shape than harry . 
he's dying of cancer with only a year to live . 
things do turn more exciting when jack asks harry to drop off a sealed manila envelope for him . 
instead of the routine errand that ross expects , he walks into a barrage of bullets from the gun of another ex-cop who is , himself , full of bloody holes . 
this unsettling event gives the former detective a project to throw himself into and launches an investigation that revolves around the mysterious disappearance of catherine's first husband 20 years before . 
through a series of very complex and convoluted plot devices that involve murder ; blackmail ; guns ; mel's mexico traveling partner and his parole officer ; ross's former cop buddies , ex-lover and would-be sidekick , the tale finally ends up exactly where everyone expects it to . 
it's a film noir tradition that the story twists and turns down side roads for an unexpected finale , but here the journey meanders towards an ending that no one cares about . 
the only surprises are exactly whose face fits which role in the scenario . 
by the time they show you , it doesn't matter . 
the storyline gets goofier and goofier exemplified in ross's relationship with rubin ( giancarlo esposito ) , a partner wannabe . 
these scenes are obviously designed to be comic relief , however they are neither . 
rubin and ross have some past relationship but either it's not explained or i didn't care enough at that point to remember . 
a running joke about where harry was supposedly shot while in mexico is probably meant to mirror his questions about whether he is still able to perform . 
it's also not funny , doesn't connect and keeps on showing up long after it has run its course . 
on the positive side , it's often enjoyable to watch the seasoned actors on the screen . 
the three leads all have well-deserved academy awards and turn in accomplished , if not extraordinary jobs . 
newman is a grand actor , but doesn't seem quite suited to the dark film style . 
he is a bit too clean and understated to come across as desperate and down and out . 
hackman , also low-key , is believable but lacks sparkle . 
sarandon comes across well as an sultry older babe although she is one-dimensional . 
the actors do what they can with lame dialog , but they can't pull the film out of the hole it's dug for itself . 
james garner who plays ross's old buddy ex-cop raymond hope is always a treat , but even he half-heartedly struggles through lines like " i'm glad they didn't shoot your pecker off . " 
the best part of the film is the look at old friends , how their relationships change over the years and the difficult choices they must make . 
the genuinely easy and casual interactions among the actors hint that being on the set was much more interesting than what ended up on the screen 
the film doesn't run very long before the audience realizes that it's hopeless . 
the only reason for watching is the actors . 
it reminds me of disaster movies such as " towering inferno " where the star power is supposed to make everyone ignore the film's problems . 
in a better world , there would have been second-rate actors in this second-rate movie and the ones here would have been saved for something better . 
of course , we don't live in that better world , but you could make yours a little nicer by choosing a different movie .