"The Ref" takes place on Christmas Eve in a small, wealthy Connecticut suburb, where cat burglar Leary is pulling the biggest heist of his career when the job is foiled by a zany security system. (Leary himself wonders if it was installed by Wile E. Coyote.)

On the run from a massive manhunt by local authorities and state police, Leary takes a couple hostage (Judy Davis, Kevin Spacey) and holes up in their Colonial digs. But it isn't long before their bickering and squabbling tip Leary to the fact that they are the most dysfunctional couple since TV's "Married . . . With Children." And their son and extended family members — expected any minute for a Christmas feast — prove to be even worse.

All of this makes "The Ref" a genuine conundrum.

While the screenplay (by Richard LaGravenese, author of "The Fisher King," and first-timer Marie Weiss) is wickedly sharp, with some hysterically funny, albeit profane dialogue, it's unfortunate that the characters are obnoxious, the language includes wall-to-wall expletives and the film ultimately runs out of steam, sinking into a ridiculously mushy ending. In addition, several subplots misfire and there are also places where the humor gets a bit too savage.

But MTV director Ted Demme ("Who's the Man?") keeps things moving and frequently allows the exchanges between Davis and Spacey — whose arguments make "The War of the Roses" seem like "It's a Wonderful Life" — to take center stage. And well he should, since both actors are in peak form, adding depth and dimension to what could have been merely cartoon caricatures.

As a starmaking vehicle for Leary, "The Ref" may do the trick. He's a prowling, muttering bundle of nervous energy, which is essentially a variation his MTV character. And he's very funny.

"The Ref" is rated R for constant foul language, along with some violence and nude photos.