"Havana" is an uncredited reworking of the great Bogart-Bergman romance "Casablanca," by way of "The Cincinnati Kid," which you may recall had Steve McQueen as a poker-playing hustler.

In fact, this film's script so strongly draws from "Casablanca" that, toward the end as seedy gambler Robert Redford confronts casino-operator Alan Arkin, you almost expect him to say something about this being the beginning of a beautiful friendship.

Fortunately, they stop short of that.

But "Havana," directed by the usually reliable Sydney Pollack — whose past collaborations with Redford include "Out of Africa," "Jeremiah Johnson," "The Way We Were," "Three Days of the Condor" and "The Electric Horseman" — is a surprisingly tepid, flabby, overwrought romantic melodrama that may leave you dozing before its 21/2 hours are up.

Redford is a jaded American in Havana just days before the fall of the Batista regime in 1958. He's trying to get old friend Arkin to set up a high-stakes poker game in his casino, which is actually owned by gangster Meyer Lansky.

Meanwhile, Redford cruises the district, palling around with a journalist, making new acquaintances and eventually picking up two American women for a three-way sexual encounter while they're all in a boozy stupor. (This moment may be a bit of a shocker for some of Redford's regular audience.)

This is all to set up Redford's grizzled, amoral character, of course, before love changes him, in the form of the Swedish wife (Lena Olin) of a Cuban aristocrat and revolutionary (played by unbilled Raul Julia).

When Julia is apparently killed, Redford moves in to rescue Olin and get her out of the country so they can be together — leaving his poker game in the lurch.

Pollack's direction is lush and finely detailed, and there are big scenes that give the air of what Havana must have been like at the time, and the performances are all quite good, including Redford, who puts his sense of introspection to good use here in developing a character that is likely to surprise audiences with built-in expectations. Olin is also good, though her character is required to fall for Redford and give up her cause a bit too quickly. Especially good are Arkin and, in a bit as Meyer Lansky, director Mark Rydell ("On Golden Pond," "The Rose"). Richard Farnsworth is also here in a cameo out of left field that is so contrived it's unintentionally funny.

In all, "Havana" has some nice moments, but the script, by Judith Rascoe ("Eat a Bowl of Tea," "Endless Love") and David Rayfiel ("Three Days of the Condor," "'Round Midnight," "Lipstick"), is superficial, contrived and talky — and it's not clever enough to sustain the length of the film.

At 3 hours, "Dances of Wolves" seems much shorter. At 21/2 hours, "Havana" seems twice as long.

"Havana" is rated R for violence, sex, nudity, profanity and vulgarity.