Barry Levinson is one our great directors. Whether he's being serious with a movie like Rainman or losing himself in complete fantasy like the wonderful Young Sherlock Holmes, he always seems to inject an underlying sense of realism along with admirable restraint. While I enjoyed parts of the new film Bandits, I felt it suffered from a little too much restraint.

Bruce Willis and Billy Bob Thornton play two opposites with one thing in common--theyÕre both serving a prison sentence. While in the slammer, they become friends and form an even stronger bond after escaping. Hoping to make their dreams come true, they begin robbing banks in order to finance their big plans. They find a unique and successful way of committing a string of robberies, but hit a slight road block in the form of an unhappily married Cate Blanchett. At this point, Bandits turns into a most unusual love story. Much of this film reminded me of Emilio Estevez's much-maligned Wisdom, of course this picture is far more lighthearted.

Bruce Willis is quite charming here, and once again proves that he doesn't have to be toting a gun around to be effective. I also liked Thornton who gives a wonderfully physical performance and makes you all but forget that this is the same actor who gave us such a stunning turn in Sling Blade. Blanchett has also proven to be a chameleon of an actress, adding a light sense of eccentricity to her role as a bitter woman trying to regain her happiness. Bandits is full of terrific supporting turns as well. My favorite is Troy Gariety as a dopey but likable part-time stuntman who joins Willis and Thornton's team as a getaway driver.

Bandits is a movie heavy on dialogue. For those expecting lots of action, you best stay at home. Levinson is far more interested in characters than situations. He's also an obvious master with actors, however I would have liked more of a glimpse into the robberies. This takes a backseat to the inevitable romance and while the love story is charming and punctuated by an interesting resolution, this movie could have used a big burst of energy.

And while Bandits does move slow at times and features a very obvious climax, I enjoyed much of it's offbeat flavor. This is a quiet little movie with some really good performances.