The lead roles are all well-handled, with newcomer Dean making Billy an appealing youth, whose clean-scrubbed innocence provides an odd counterpoint to his yearning to be a mobster. Hoffman is, as you might expect, excellent, making Dutch a hotbed of contradictions. Kidman, best-known for "Dead Calm" and "Days of Thunder," is enchanting, yet hard-edged as Drew. And Willis again demonstrates that with the right character, script and director, he can deliver a solid performance.

This is an ambitious turn for director Robert Benton, whose work is generally more intimate — "Kramer vs. Kramer," "Places in the Heart," "The Late Show." And it is the intimate scenes in "Billy Bathgate" that work best, especially a lengthy sequence where Dutch manages to have a tax evasion trial moved to a small town, then brings in his entourage and gladhands everyone before a jury is chosen. It's a wonderful, dark comic mix of urban danger and small-town values.

The big, violent scenes, on the other hand, seem to have eluded Benton. They lack the urgency and shock necessary to make them stand apart from the many other gangster films we've seen lately, seeming instead merely redundant.

Still, there's plenty of glossy, slick entertainment here if you haven't gotten overly tired of mob flicks.

"Billy Bathgate" is rated R for violence, profanity and sex, along with two gratuitous scenes of Kidman in the buff.