Sylvester Stallone makes his much-ballyhooed return to "serious" acting as Freddy Heflin, sheriff of Garrison, New Jersey, whose population mainly consists of New York police officers. Serving as law enforcement for a town inhabited by law enforcement does not come with much true authority, but it gives Freddy some satisfaction--deaf in one ear and a little slow in the head, he can never serve as an officer of his much-revered NYPD, but at the very least he is the closest thing to being a real cop.

Freddy's admiration for the big-city cops is put to the test with the arrival of Internal Affairs officer Moe Tilden (Robert De Niro), who comes to Garrison investigating the secret affairs of the town's badge-wielding residents after a hotshot young cop (Michael Rapaport) takes a mysterious dive off of the Brooklyn Bridge. Figuring prominently in his investigation is Ray Donlan (Harvey Keitel), a well-connected cop who spearheaded the police migration into Garrison through some suspect deals. But there's only so much Moe can do on his own, so it's mainly up to Freddy to restore some order to the town and the NYPD.

That right there is enough fodder for an interesting film, but Mangold does not seem to know where to stop, including a number of additional characters and plotlines. Freddy impaired his hearing years ago rescuing Liz (Annabella Sciorra), whom he still pines for although she's married and has a child with blowhard cop Joey Randone (Peter Berg), who, in turn, is warming the bed of Ray's wife Rose (Cathy Moriarty). Also on the canvas is Gary Figgis (Ray Liotta), an undercover officer with a weakness for coke, whose partner's mysterious death could have something to do with a grander scheme. Then there's Janeane Garofalo as Cindy Bretts, one of Freddy's two deputies, an idealistic newcomer to Garrison who doesn't like what she sees. And so on.

The glut of characters and stories would be richness if everything were explored in some semblance of depth. However, in their existing, crudely developed form, they just serve as distractions from the main plot--which in itself, as written, does not equal the sum of its promising parts. With so many characters and plot threads dangling, let alone its main story not jelling in the most satisfying of manners, Cop Land would appear to be better served with a longer running time. Yet I don't think even that would have helped too much, especially without anyone for the audience to latch onto emotionally. Freddy is too low-key and distant to sympathize with or root for. When Freddy gets his day, it's supposed to be exhilarating, but it's hard to get excited when one does not really care for him.

Stallone fares well enough in this dramatic role, his star presence disappearing into the character behind 40 extra pounds of fat, but perhaps he disappears a bit too much. He does not embarrass himself alongside the likes of De Niro and Keitel, but I can't exactly say he holds his own, either. While it's a relief to see the typically overwrought Sly trade in histrionics for subtlety, he's so subdued that he cannot help but appear bland when sharing the screen with the more accomplished actors, who add color to their roles without overdoing it. Keitel and De Niro shine in what are fairly limited roles (Ray is shady; Moe is determined), and Liotta gives his best performance in a long time as the most interesting character, straddling the line between right and wrong.

With Cop Land, Stallone proves the point he set out to make--that he can play a serious role, and fairly well at that. However, I don't know exactly what writer-director Mangold's point was. Is it that cops can be as bad as the crooks? If so, I got that message within the first fifteen minutes, and even then, it's a rather obvious premise (I do, after all, live in L.A.). Or is it just to turn out an entertaining yarn? If that was the case, he could have fooled me--with its Oscar-ready cast and pretentions toward a novel-deep tapestry of rich characters and intricate, interlocking plotlines, I could have sworn he was striving for something more profound. Yet even if the latter were so, this overstuffed and shallow film does not come close to meeting any epic aspirations.