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The Oscar and Felix of thieves escape from prison and pair up to rob banks up and down the West Coast. When an ''ordinary'' housewife joins their team, things get complicated.


When Joe (Bruce Willis) and Terry (Billy Bob Thornton) break out of an Oregon prison they form the perfect bank robbing team. Joe is the smooth-talking man of action, while Terry is the thinker. (The duo only robs banks, however, in order to help fund their dream--running a legitimate hotel in sun-drenched Mexico.) Not wanting to get caught and sent back to prison, Terry has come up with the perfect method for stealing the money: the pair invite themselves as night-guests of the bank manager whose bank they next plan to rob, and take the money the next morning, before anyone's the wiser. This stroke of genius earns Joe and Terry the sobriquet ''The Sleepover Bandits'' and an adoring fan base across America. But the plan is thrown awry when attractive housefrau Kate (Cate Blanchett) becomes a willing member of their team, and threatens to drive a wedge between Joe and Terry.


Both Willis and Thornton are dead on in their portrayals of their respective characters, and the banter between the two displays the intelligent acting on both their parts. It's hard to tell where the script ends and the ad-libbing begins. Willis is charming as the suave Joe, who's quick with a compliment to the ladies and the more aggressive of the two. But it's Thornton who steals the show as the neurotic hypochondriac Terry. Terry's snappy repartee combined with his overwhelming sense of medical doom is a great character combination, and Thornton shows off a deft touch with the timing and delivery of his bon mots. Blanchett's Kate is equally as wacky, and holds her own against the strong personalities of Joe and Terry. Troy Garity (Jane Fonda's son) is a nice addition as the not-so-bright but very trusty getaway driver, who has a thing about being a stunt man.


Barry Levinson (Diner, Good Morning, Vietnam, Rain Man) has more than enough sense to give a light touch to this star-driven vehicle. Levinson's easy, breezy way with the lens and scenery allows Willis and Thornton to shine. The background details are filled in with a series of quirky and often priceless vignettes--using an ''America's Most Wanted''-type show as a framing device--explaining Joe and Terry's bank robberies and their run-in with Kate. Not since Butch Cassidy and The Sundance Kid has thievery been this witty or this much fun. The boys' shtick (Joe wooing Kate with the lyrics from ''Straight from the Heart''; Joe's unending search for his next alarming ailment), and their in-your-face full-wig-and-sideburns ''disguises'' are as tongue-in-cheek as the banter. Bandits is a well-written, finely crafted film, even if it is just a tad too long.

Bottom Line:

A clever, black-comedy crime caper, Bandits is well acted and fun, and well worth spending the time and money to watch in the theater.