In the few charged minutes of twilight, the sky retains the sun's radiance while it gradually succumbs to encroaching darkness. The characters in Twilight, co-written and directed by Robert Benton (Kramer vs. Kramer, Nobody's Fool), are suspended in those slippery moments, trapped somewhere between nostalgia and dread.

Harry Ross (Paul Newman) is rapidly sliding into all-out regret. In the opening scenes, this alcoholic cop turned private investigator is in Mexico to fetch the wayward teenage daughter (Reese Witherspoon) of Jack and Catherine Ames (Gene Hackman and Susan Sarandon), two fading movie stars whose fierce devotion to each other has eclipsed their starring roles.

In Mexico, what can go wrong does. Two years later Harry is living in the Ames' guest house and working as a glorified errand boy. The odd dynamic between them reflects the blurry boundary between business and personal relationships in the movie industry: Jack and Catherine can't seem to decide whether Harry's an employee or a houseguest. When Jack asks him to deliver a money envelope, Harry not only recognizes a blackmail payoff, but that his odd status quo is about to undergo a radical re-evaluation.

In this formulaic film, skillful casting makes the difference. Actors such as Newman, Hackman and James Garner have grown older onscreen, and the audience's collective memory is tweaked when they refer to their younger days (Hackman even watches one of his old films). Interestingly, the ''older'' women cast alongside them &emdash; Sarandon and Stockard Channing &emdash; are a generation younger, saying a lot about Hollywood's ideas of aging gracefully.

Benton and his co-screenwriter, novelist Richard Russo, have aimed to re-create Raymond Chandler's Los Angeles, particularly the elegiac tone of The Long Goodbye, his examination of loyalty and shattered trust. But their version is uninspired, chock-full of stock characters, story lines and a clichéd use of LA geography (characters are defined by their home's architectural style and location). A decades-old mystery overshadows everything but never ends up being more than a creaky plot device.

In Twilight, the past hangs heavily over everyone, effectively blocking out everything but their self-absorbed memories of past glory.

Serena Donadoni writes about film for Metro Times. E-mail her at [email protected].

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