The men come up with an interesting gimmick. Instead of simply bursting into banks and demanding cash, they start off early, going to the home of the bank manager and his family the night before the heist and taking them hostage. After soothing the family, they all have dinner together and get a good night's rest. Then, the next morning, they go to the bank before normal business hours and quietly take the money. No fuss, no muss.

The plan works like a charm and the duo gains fame as "The Sleepover Bandits." Frequently profiled on the weekly TV crime program "Criminals at Large," they become folk heroes.

Everything changes one day when Kate Wheeler (Cate Blanchett), a disaffected housewife, hits Terry with her car. She hooks up with the boys as they continue robbing their way down the West Coast, from Oregon towards California. Along the way, romance rears its inconvenient little head. First Joe falls for Kate, then Terry does the same. Kate enjoys the group dynamic - Joe is handsome, charismatic and self-absorbed, while Terry is sensitive, intellectual and a hypochondriac - individually the guys are deeply flawed, but collectively they make the perfect man.

Needless to say, Joe and Terry do not share her enthusiasm. Jealousy between the two friends simmers, while their growing notoriety makes it ever more difficult for them to follow their modus operandi. Eventually, the estranged friends end up in a crowded bank, with police officers, TV cameras and spectators galore outside, aiming their guns at each other.

Which brings us to the beginning of the film.

Yes, "Bandits" is one of those kind of movies, opening at a crucial moment, then using narrative and flashbacks to show how everything came together. Directed by Barry Levinson, whose work has ranged from the sublime ("Rain Man") to. well, to "Sphere" and written by Harley Peyton of "Twin Peaks" fame, the film is entertaining, but suffers from a lack of discipline, loping along too casually and clocking in at 125 minutes.

The finished product screams for editing. Had Levinson and company been forced to cut out around 20 minutes, the story would have packed more punch. As is, the latter part of the production is repetitive and talky. Have you ever had a friend who came to call with a wealth of good anecdotes, only to overstay and jabber too much? "Bandits" is the cinematic equivalent of that verbose visitor.

Still, there is much to enjoy. Filming in the American northwest gives the movie a different look than most Hollywood offerings. The locations seem crisper and earthier than what we usually see.

The rapport of the cast is a plus. Willis, Thornton and Blanchett work well together, establishing a nice rhythm with their banter. The individual performances vary in quality. Bruce Willis, in full smirk-mode, offers nothing new. Those who are put off when Willis starts swaggering should take a few deep breaths and concentrate on the work of his co-stars.

Cate Blanchett, an actor of considerable skills, pulls another bright performance from her bag of tricks. In the role of Kate (described as "an iceberg waiting for the Titanic"), she crackles with intelligence, sensuality and skittering energy. Physically, she looks like a young Rene Russo this time around.

Once again, Billy Bob Thornton surprises with the range of his acting abilities. He drops any hint of his trademark drawl while playing Terry, investing the extremely bright character with an endearing fragility. Unfortunately, as the screenplay meanders on and on, he is forced to up the ante of his hypochondria. By the latter portion of the film, he deteriorates into little more than a bundle of twitches and grimaces.

The fourth member of the group is Joe's cousin Harvey J. Pollard (Troy Garity), who drives for the robbers, but tells anyone who will listen that his true goal is to become a Hollywood stuntman. In fact, he says it so many times that even the least attentive audience members will recognize that his career aspiration will somehow play a role in the climax of the tale.

With another script rewrite and some ruthless editing, "Bandits" could have been a grand mixture of character study and nonsense. In its current form, it serves as a windy, moderately entertaining trifle. You could do a lot worse than "Bandits," but the filmmakers could have done much better.