Despite being top-billed, Catherine Deneuve is actually a secondary player in "Thieves" - though her performance is certainly a highlight.

As for the film itself, it's merely a soft-headed attempt to elevate an ordinary police melodrama to a more thoughtful level by opening up the stories of its provocative central characters.

Daniel Auteuil has the nominal lead as Alex, a hard-bitten police detective who just happens to be the outcast son of a local mobster family. As the film opens, Alex arrives - and is not welcome - at the wake and funeral of his brother, who has been killed in a bungled car-theft job.

With Alex is a young woman named Juliette (Laurence Cote), who seems at first to be an outsider. But as the intricate relationships are unraveled, we see that Juliette was also involved with Alex's dead brother - and she may have been an integral part of the incident that resulted in his death.

The film unfolds in chapters, taking various points of view - first of the young but already cynical son of the dead mobster, then Alex, followed by Juliette and eventually Marie (De-neuve), a middle-aged college professor who was having an affair with Juliette, her former student.

As Alex gradually, and at first rather reluctantly, becomes involved with Juliette, this triangle takes some twisted and ultimately tragic turns. And it doesn't help that Juliette, as it turns out, is quite disturbed. (In one shocking scene, she breaks a glass and begins chewing the glass, an apparent suicide attempt that is made all the more shocking because it bursts unexpectedly from an otherwise straightforward moment.)

Flashing back and then forward, the structure of the film is intriguing and involving, and the actors are all quite good, though Auteuil tends to brood a bit too much and it's never clear why he's fatally attracted to Cote's character. But Deneuve stands out, giving depth and emotional substance to a character who could have been merely a sideline cliche.

What trips the film up, however, are the story and dialogue. There is never enough reason for the audience to care about these people, and everyone speaks in circles when some straight-up conversation might be better. The deliberate pacing also hinders audience involvement - at a full two hours, it's too long by a quarter.

"Thieves," which is rated R for violence, sex, nudity, profanity and vulgarity, is strictly for die-hard art-house fans - and even they may be disappointed.