At the very least, writer/-director John Herzfeld had the taste not to completely rip off Quentin Tarantino with his big-screen debut, "Two Days in the Valley." Instead, he lifts directly from Robert Altman as well.

An uneasy mix of Tarantino's "Pulp Fiction" and Altman's "Short Cuts," "Two Days in the Valley" would like to be as hip as both of its sources. Unfortunately, Herzfeld, an award-winning television writer and director, didn't craft either a compelling story or create characters with any real depth.

Instead, it offers a couple of decent one-liners and good performances - but in a shallow, unfunny and tasteless package that's more likely to embarrass some of those involved than break any new ground. Nobody in the film is quite what he seems, but then again, you probably won't like any of them anyway.

Like "Pulp Fiction" and "Short Cuts," this film interweaves several unrelated stories. In the first, Becky Foxx (Teri Hatcher), a former Olympic athlete, wakes up to find her ex-husband's body next to her in bed. The philandering Roy Foxx (Peter Horton) was killed by suave hitman Lee Woods (James Spader) and his down-and-out partner-in-crime Dosmo Pizzo (Danny Aiello), a former cook.

The double-crossing Woods, in turn, tries to pin the crime on Dosmo, blowing up his car for good measure. But Dosmo survives the attempt of his life, taking shelter, as well as hostages, in the nearby home of art critic Allan Hopper (Greg Cruttwell), an unpleasant jerk who browbeats his assistant, Susan Parish (Glenne Headly).

In the meantime, vice cops Wes Taylor (Eric Stoltz) and Alvin Strayer (Jeff Daniels) stumble across Becky, who's still in shock. Wes, a detective wanna-be, gets drawn into the case, despite the fact that he's supposed to be cracking down on a Vietnamese massage parlor rather than interfering in a murder investigation.

Obviously, the situations here are much more contrived and convoluted than those in "Short Cuts" or even "Pulp Fiction." For instance, when suicidal television director Teddy Peppers (Paul Mazur-sky) goes to a cemetery to end it all, he finds his soulmate in Audrey Hopper (Marsha Mason), a kind-hearted nurse who's been alone since her sweetheart died in the Vietnam conflict. When the two go to visit Allan, her brother, they also wind up becoming Dosmo's hostages.

Herzfeld's weak plotting is only one of the writing problems plaguing the film. He adds details about character's lives - such as Alvin's prejudice against Asian-Americans - for seemingly no reason and includes some lame humor -such as Dosmo's toupee problems - that would seem more at home in an "Ace Ventura" film.

As mentioned, the all-star cast definitely isn't a problem. Spader is appropriately slick and creepy, while Aiello is somewhat likable, despite the stream of obscenities coming out of his mouth. Stoltz fares the worst, not because of his acting, but because he's part of a tasteless and vulgar massage parlor scene that may be the biggest embarrassment of his career.

"Two Days in the Valley" is rated R for considerable profanity and bloody violence, nudity, vulgarity, sex and a few scattered racial epithets.