There is a telling moment late in L.A. CONFIDENTIAL, director Curtis Hanson's stylish film noir about the LAPD in the 50s. Detective Lieutenant Ed Exley, the department's only straight arrow, asks his partner, Sergeant Jack Vincennes, why he became a cop. Shaking his head, Jack allows as how he no longer remembers.

A bespectacled Ed, who is forever getting into trouble because his fellow officers convince him that real cops don't wear glasses, is played by Guy Pearce from the Australian hit comedy THE ADVENTURES OF PRISCILLA, QUEEN OF THE DESERT. The director purposely cast most of the leads to either be actors you've never heard of or actors playing against type. L.A. CONFIDENTIAL is a serious and dramatic mystery decorated with stylish sets. The film's one briefly comedic scene has Pearce playing the role of the straight man. The audience loved it, probably because the humor was so unexpected.

Kevin Spacey imbues any character he plays with an unidentifiable something special. Here he portrays Officer Jack Vincennes, whose sole claim to fame is that he is the technical advisor to the perennially popular television series, "Badge of Honor," which is a clone of "Dragnet."

James Ellroy's novel is adapted by the director and by Brian Helgeland. Arguably the best and worst part of the film version is the surfeit of characters. While this probably worked well in the book and while it gives the story the feel of an epic, it can sometimes be frustrating to follow. Most of the characters are surprising well developed, thanks to the almost 2 1/2 hour length, but there remain quite a few who are only sketched and who should have been left out entirely.

L.A. CONFIDENTIAL is set in a tough time with tough cops to match. When one of their own is eliminated, Capt. Dudley Smith instructs his men that, "Our justice must be swift and merciless." And he means that literally. These policemen are expected to kill the suspected bad guys and then plant evidence on their corpses. Sinister Dudley is played by James Cromwell, whom people associate with such sweet roles as his Academy Award nominated one in Babe -- he played the farmer, not the pig.

Danny DeVito provides the story's glue and narrative as Sid Hudgeons, a Walter Winchell-type editor of a tabloid known as "Hush-Hush." As he talks to the audience, his typewriter provides the rhythm. "Hush-Hush" supplies payoff money to the cops to ensure that it gets good busts -- it's favorite arrests are of hop (read pot) heads -- which are staged for maximum photo coverage.

The "Hush-Hush" corruption is penny ante. The bigger stories include a background one about a gang war over drugs and a foreground one about a mass killing at the Nite Owl Cafe. The latter mystery occupies most of the story. As a mystery it isn't much, but the director manages to elicit such good performances out of his cast and to create such a fascinating world that the picture compels despite its limitations.

A side story has a group of "high-class whores cut to look like movie stars." Kim Basinger plays a character known as Lynn Bracken, who is made to resemble Lana Turner. David Strathairn in one of his least interesting roles plays Pierce Patchett, the rich man who runs this expensive call-girl ring. Actually, call-boy too, as it turns out.

The well choreographed ending takes the canonical big shoot out and manages to stage it in fresh and imaginative ways. There are no surprises about who dies, but the ingenuity of the good cops and the director's perfect timing combine to produce the best scene in the movie. Although it is easy to envision a trimmer and better L.A. CONFIDENTIAL, this sometimes bloated one does not disappoint.

L.A. CONFIDENTIAL runs a long 2:20. It is rated R for violence, profanity, and brief nudity and would be fine for most teenagers. I recommend it to you and give it ***.