Though it would like to evoke the best film noir — the snappy dialogue of "The Big Sleep" (1946 version, thank you) and the lush early '50s look of "Chinatown," "Mulholland Falls" instead just limps along yearning to be something that is clearly out of reach.

At least it's ambitious.

But somebody should have considered the importance of audience sympathy. In "The Big Sleep" and "Chinatown," Philip Marlowe and Jake Gittes, respectively, may not play with all their cards on the table, but they are honorable men. We care about them when they demonstrate righteous indignation or flail at the system in frustration.

But with Max Hoover (Nick Nolte doing his patented wounded-puppy impersonation), you are more likely to feel impatient.

Max is a police lieutenant, head of an elite quartet of detectives known as the "Hat Squad," and he's all brooding intensity — and is clearly the central character.

He does team up for the film's violent climax with talkative Ellery Coolidge (Chazz Palminteri), who can't stop psychoanalyzing everyone else now that he's in therapy. But the other two — Eddie Hall (Michael Madsen) and Arthur Relyea (Chris Penn) — are underdeveloped and, in the film's final quarter, completely forgotten.

Their actions are sanctioned by the chief, and they are untouchable. To demonstrate, they track down a Chicago mobster (William Petersen), take him to Mulholland Drive and send him on a violent roll down the hill. When he protests that "this is America!" Max tells him, "This isn't America . . . this is L.A."

The plot spins around the mysterious death of a beautiful young woman named Allison Pond (Jennifer Connelly), whose body, with just about every bone broken, is found half buried at a muddy construction site. It is immediately apparent that Max knows her.

The next day, a 16mm film is in Max's mail, incoherent footage that includes porno shots of Allison and a general (John Mal-ko-vich) who is the head of the Atomic Energy Commission. Max can't watch it but won't tell his partners what's up.

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Yes, Max has been with Allison, and in addition to grieving, he's fearful that their relationship has also been captured on film, and that his trusting wife (Melanie Griffith) might find out.

The film feebly explores whether corruption is an acceptable means of dealing with greater corruption, while distracting us with a spot-the-star quality, as cameos, both billed (Treat Williams, Andrew McCarthy, Ed Lauter) and unbilled (Louise Fletcher, Bruce Dern, Rob Lowe), parade familiar actors who are given little to do.

New Zealand director Lee Tamahori ("Once Were Warriors"), with his first American studio film, has captured the period flavor and atmosphere quite well. But there are few characters to care about and the violence and sex are way over the top.

In fact, had he looked at "The Big Sleep" or "Chinatown," Tamahori might see that those movies are exercises in the power of subtlety, while "Mulholland Falls" is an exercise in excess.

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