"Hard Eight" begins with a simple series of scenes involving two men, scenes that unfold in a straight-forward, no-nonsense manner.

First we see John (John C. Reilly), who is thirtyish and obviously down on his luck. He's crouched down outside a Nevada diner, his face in his hands. The camera moves slowly toward him.

Into the shot walks middle-aged Sydney (Philip Baker Hall), who approaches John and asks if he'd like a cup of coffee. In the diner, they talk a bit and John reveals his money woes. So Sydney offers John an opportunity to earn some money at the casinos in nearby Las Vegas. As luck would have it, Sydney is a professional gambler.

Naturally, John is suspicious. Why should this perfect stranger offer to help him out? And why is he offering a $50 loan to get him started? John makes it perfectly clear that if Sydney is up to any funny business, he'll be sorry.

But Sydney seems sincere enough, and once they are in Vegas, all his tips seem to work out. Overnight, John has money, a place to live and a brighter future. Sydney has put John on the road to earning a living through gambling, and, strangely, asks nothing in return.

The film then jumps ahead two years, as we see that John is now fairly prosperous and Sydney has become his mentor and father-figure. But John also has a new friend, the cocky, brash and somewhat sinister Jimmy (Samuel L. Jackson), who works "security" for the casinos, though he obviously has some under-the-table things going on as well.

Sydney doesn't like Jimmy, and Jimmy knows it.

Sydney and John have also developed some affection for Clementine (Gwyneth Paltrow), a waitress in their favorite bar, and a part-time hooker. It becomes apparent that Sydney would like to "save" Clementine, as he did John. But John has deeper feelings for her — if only he wasn't too shy to make a move.

All of this sets the stage for a series of events that will lead to kidnapping, extortion and threats of violence.

And, ultimately, Sydney's true motives will be revealed.

"Hard Eight" is a talky movie, and better pacing would certainly have made it a better film. But writer-director Paul Thomas Anderson, who developed this first feature at the Sundance Institute, builds his characters well — and the casting is perfect.

You'd think his background was stage work instead of music videos.

One can complain that a bit more movement, grace and style would lift the effort, but as stagy as it occasionally plays, most of the way it's quite involving.

That's largely due to the electric connection between Hall and Reilly, who are very believable in what are essentially the lead roles in this ensemble piece.

Hall especially towers here, with an authority and intelligence that propels the material.

Although, it must be said that Jackson threatens to steal the film every time he's on screen. And Paltrow is also quite good in a dopey low-life role.

"Hard Eight" is rated R for violence, considerable profanity and vulgarity, and one abbreviated sex scene.