Scent of Doomed Men: Al Pacino and Christopher Walken Team Up for Stand Up Guys

Pacino and Walken play old gangsters reunited for one last night together, with Alan Arkin playing the third musketeer. So why do these Stand Up Guys seem like they'd rather be sitting?

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Near the beginning of Stand Up Guys, two old men reunite outside a prison after 28 years apart. Val (Al Pacino) has been doing time for their last, botched heist. “I kinda missed you,” Val tells Doc (Christopher Walken), and the two retired gangsters hug tentatively. “Did that just get weird?” Val asks. With one of Walken’s trademark mininods, Doc affirms the weirdness. They stare at each other, one set of hollowed-out eyes looking into another, for a long, awkward beat.

That strain of awkwardness runs throughout Stand Up Guys, a buddy movie that limps along, pausing for breath and pulse checks like a geriatric dutifully fulfilling doctor’s orders to get some exercise. It’s a movie bolstered by legendary actors — Pacino, Walken and Alan Arkin, who joins the story a little later as Hirsch, their former getaway driver (rescued from a nursing home where they find him nodding off under his oxygen mask) — turning in tender, understated performances as old-timers whose time is running out. As the wistful, contemplative Doc, who retired from crime when Val went to prison and spends his days painting sunrises and watching cable, Walken is quietly convincing. Val, meanwhile, is the wild and crazy guy, though for once Pacino plays his part with restraint, allowing some vulnerability to flow into his performance. But it’s the narrative, written by Noah Haidle and directed by Fisher Stevens, that ultimately proves too wobbly and unstable, derailing this graceful trio of old pros.

(READ: TIME’s review of Christopher Walken’s A Late Quartet)

The crux of the plot is that their old crime boss Claphands (Mark Margolis) wants Val dead for reasons that have to do with a mistake Val made nearly three decades ago. No spoiler here, since the film makes this all clear in its opening scenes, but Doc is under orders to shoot Val before the night is done or be killed himself. This is no surprise to Val either; we can tell from the wary way he walks around Doc’s fusty, gloomy little apartment that he’s anticipating a bullet at any moment. Walken’s somber, mournful manner essentially makes it a given. They circle the elephant in the room for a while, injecting the movie with a modest jolt of suspense. But once they’ve discussed Claphands’ order, Stand Up Guys promptly deflates. There’s little how’s-he-going-to-get-out-of-this-one anticipation to propel the action, as all these scenes with the raging Claphands (Margolis plays him as if he were called Heavyhanded) indicate there is no room for negotiation. For the bulk of the film, the only question remaining is how many of the stand-up guys will still be standing at the end.

(SEE: Pacino’s worst fashion moment)

A languid night of carpe diem commences. Pacino offers many colorful versions of the sentiment “I could party” while Walken’s eyes answer, “I could nap.” Their evening is filled with crimes and misdemeanors: they steal a car, go dancing, hit a diner (twice), visit a modest, homey brothel run by Lucy Punch (Bad Teacher), break into a pharmacy for some stimulants and old-man meds (like pills for Doc’s hypertension) and engage in the kind of shenanigans that tend to land people in the emergency room. Most of this tomfoolery involves Val’s penis, which rivals Samantha’s vagina in Sex and the City 2 for the dubious honor of most discussed onscreen genitals in recent history.

Technically only one woman is on the receiving end of Val’s favors, a beautiful, “clean” Russian hooker, but he leers at virtually every other female character. That I could handle — this is a guy who just got out of prison, and he’s intentionally gross — but Stand Up Guys‘ portrayal of women is appallingly dense. They’re all angels — beautiful, unrealistic angels — and except for Julianna Margulies as an emergency-room nurse, most of them are young enough to be grandchildren to the men in question (one of them actually is Doc’s granddaughter). These fantasies of femininity are either inexplicably fond of or entranced by the old men, from the girl who dances with Val (shades of Scent of a Woman) to the waitress at the diner Doc frequents, who looks fresh as a daisy despite working double shifts. Even the characters that aren’t hookers still seem like the stereotyped hookers with a heart of gold. The movie’s most uncomfortable subplot involves a stunning young woman (Vanessa Ferlito) who has been gang-raped. It’s nice that the stand-up guys rescue and avenge her, but her suffering is trivialized in a grossly insensitive way.

(READ: What Alan Arkin said about his last Oscar nomination)

Pacing is to blame for the bulk of the trouble — both in Stevens’ direction and Haidle’s screenplay. The tone they convey is one of premature self-congratulation, as if simply assembling the stars of The Godfather, The Deer Hunter and the original The In-Laws on one set was enough to hang a movie on. (Pacino and Walken were both in Gigli, and Pacino and Arkin were both in Glengarry Glen Ross, but they’ve never been a trio onscreen.) There is a sense that everyone, this treasure trove of talent included, is waiting for something to happen, some bit of alchemy that will make the story coalesce into a whole and take it beyond the jokes about Viagra, hookers and regrets. Instead the tone shifts about as if Stevens (who produced the documentary The Cove) were still figuring out exactly what he wanted as he went. Is it a geriatric version of Glengarry Glen Ross, talky and sharp? Or is it a mobster version of The Bucket List, comic and sappy? Butch Cassidy and the Sundance Kid featuring senior citizens? Stand Up Guys tries to be all three, but not surprisingly, these three disparate moods don’t mesh.

READ: The unkind things TIME said about Al Pacino’s comic turn in Jack and Jill