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It's tempting to give this "Grumpy Old Gangsters" comedy-drama a pass. Noah Haidle's screenplay seems chronically incapable of making smart choices.

But that's why you hire Second City veteran and Oscar winner Alan Arkin: to spin gold from straw. It's also why you hire Oscar winners Al Pacino and Christopher Walken, the former an Actors Studio vet and the latter famed for his refusal to respect punctuation. Their spontaneity makes the picture's first scene an immediate pleasure, though a sinking feeling sets in soon enough.

These guys are so good as to almost make the slight script they're given irrelevant ... almost. Pacino and Walken play BFFs Val and Doc, who reunite when Val walks out of prison after 28 years. Though he owes Val for being a "stand-up guy," Doc finds himself in the position of having to kill his only friend (at the behest of Mark Margolis' mobster Claphands). The screenplay does backflips to explain this contrivance and delay the inevitable, to little avail.

Over 95 leisurely minutes, "Stand Up Guys" covers a period of about 17 hours between Val's release and Doc's deadline. The characters wander the streets by night: stealing a luxury car for a joyride, busting their old wheel man Hirsch (Arkin) out of a nursing home, and getting their drink and prostitutes on.

With hope springing eternal, director Fisher Stevens plays these "adventures" for the cheapest of laughs. In addition, the requirements of sticking Pacino, Walken and Arkin into the likes of a sub-"Blues Brothers" police chase result in choppy editing. But the director's long resume as an actor is the film's secret weapon, for the movie's best bits are surprisingly tender moments between friends.

Those moments, sadly, are outnumbered by crass (OK) but dumb (not OK) episodes designed to allow the old men to bond with younger women, in the hope their demographic will sit through the movie. These scenes take place at the local bordello (run by Lucy Punch); the local hospital, where one of the nurses (Julianna Margulies) is Hirsch's daughter; and the local diner, which not-so-mysteriously draws Doc to a kind and pretty young waitress (Addison Timlin). There's also the naked victim (Vanessa Ferlito) the guys happen upon, who provides a sudden excuse for a righteous mission against bad guys.

The awfulness of the narrative is plain to see, and yet acting junkies probably won't be able to resist the cast. Fertile comic Arkin, graceful hangdog Walken and shambling wild man Pacino can't do much for the story. But each inevitably brings his own cinematic backstory to the table. No one can say "Stand Up Guys" lacks personality.

Rated R for language, sexual content, violence and brief drug use. 1 hour, 35 minutes.

— Peter Canavese

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