** (Worth seeing)

Directed by Robert Benton

Written by Tom Stoppard

With Dustin Hoffman, Nicole Kidman, Loren Dean, Steven Hill, and Bruce Willis.

Robert Benton came of age during the late 60s and early 70s, when Hollywood experimented with and briefly subsidized an alternative form of moviemaking heavily influenced by the French New Wave. The studio system was in ruins, and executives took chances hiring a new generation of film-school graduates as well as old-line mavericks and outsiders who had operated on the fringes.

American movies suddenly had an open-ended texture, a hyped-up energy, and an edgy style. Of course it didn’t last. With the release of Jaws (1975) and Star Wars (1977) the marketplace was dramatically altered, and executives began obsessing about creating a blockbuster every time out. Power had reverted to the producers, and as films got prohibitively expensive the studios increasingly shaped their content and material and subjugated the directors’ flair or personality.

A former staffer at Esquire magazine, Benton wrote (with David Newman) the notorious screenplay for Bonnie and Clyde in 1967. He was given the chance to direct with Bad Company (1972), but he didn’t work again until he directed The Late Show five years later. He won an Academy Award for Kramer vs. Kramer in 1979, and since then has signed on to rather uninspiring works. It was always difficult to categorize his work: he was more craftsman than stylist, and displayed no distinctive personality.

Billy Bathgate, Benton’s latest film, isn’t a project he originated. But he was under contract at Disney, and it’s their style to use either inexperienced directors or directors who haven’t had a commercial hit in a while. And Benton is a perfect example of someone who functions within a studio system. He works deliberately and years can pass without anything being heard from him. He doesn’t have the track record or power to get whatever he wants made. He’s at the mercy of studio executives. So once again he’s playing the part he’s used to, an assignment director. Disney obviously thought he could deliver the goods. He’s not untalented or a sellout, and he’s turned out some competent commercial work as a screenwriter (Superman) and director (Places in the Heart, his most personal film).

Disney and its film divisions (Touchstone, Buena Vista) have dominated gross receipts at the box office for the last seven years, producing a series of inexpensive comedies and dramas that are artistically negligible though relatively risk free. It’s the closest thing we have to the 40s studio system–a company that has final authority over the cast, script, crew, budget, editing, final cut, and marketing. Its biggest problem is that its formulas no longer work (e.g. The Marrying Man, The Doctor, V.I. Warshawski, and the impersonal, dreadful works that preceded them). This year Disney will post a 20 percent drop in earnings.

The packaging of “elements” in today’s movies has ripped apart a lot of our notions about how to classify films. It’s no longer possible to link studios to a specific style or genre; there’s no Warner’s gangster, no Universal melodrama. The Disney ethos has created a corporate environment that almost precludes the making of stylistically ambitious movies–even when the studio hires a talented director like Martin Scorsese (The Color of Money) or John Boorman (Where the Heart Is). Disney now personifies the bottom-line, control-obsessed interference of television, which is where most Disney executives got their start.

This is the environment that spawned Billy Bathgate. Its budget is reported to have been $50 million, and its release was delayed, following extensive reshoots, a new ending, and a great deal of creative tension. According to the November Vanity Fair, Disney executives were so unhappy about the rough cut that they seriously contemplated firing Benton. It’s not the disaster some press reports have made it out to be, but it’s not very compelling work either.

E.L. Doctorow’s bravura book, on which the film was based, is a natural for the movies, with its imagery of car lights that cut the night like gunshots, of a woman’s laugh “soft and melodious, as if under water.” In it an aging Billy relates his own story starting from the time he was a sharp, ambitious 15-year-old kid from the South Bronx who insinuated himself into Dutch Schultz’s inner circle during the gangster’s decline. Doctorow achieves what Michael Herr attempted in Walter Winchell–blending reportage and fiction by conflating real personalities and archetypes informed by stories he heard growing up in Brooklyn. The book captures in visceral prose the rhythm of New York in the 30s, with all the allure and risk of the rackets.

Tom Stoppard’s adaptation is faithful to Doctorow’s spirit, if not his voice. Unfortunately Benton changed the point of view from first-person narrator to omniscient, distant spectator, which makes the film’s dominant personality Dutch Schultz (Dustin Hoffman).

Benton’s film also refuses to deal with the darker implications of Billy’s story. And what the filmmakers freely chose to delete–or what Disney executives forced them to–in no way improves on the book. Disney bought the property because it’s the sort of literary work that commands respect, and the movie has the studio’s stamp all over: it neither offends nor provokes.

Stoppard retained Doctorow’s complex structure in the opening passages, the interlocking flashbacks that weave together the initiation of Billy (Loren Dean) into the gang and Dutch’s torture and execution of Bo Weinberg (Bruce Willis), the suave enforcer who betrayed him. The movie starts out in 1935 on board a tugboat in New York harbor. Characters, events, and plot are offered in shards, and the absence of exposition creates disorienting fear, though the cryptic dialogue makes clear what’s going to unfold.

Before the sequence’s inevitable resolution, there’s a sharp cut to the near past, to Billy holding court with the petty thieves and opportunists he runs with. He’s determined to escape the dreary anonymity of his life, and he’s got instincts. Perched atop the elevated train tracks that loom over one of Dutch’s numbers operations, the aggressive and lucky Billy gets Dutch’s attention. Dutch assigns him a series of menial jobs, which become Billy’s window onto a liberating, frightening world.

Stoppard and Benton immediately chart the excitement of the lawlessness, ambition, and greed Billy is privy to as Dutch seeks to consolidate his power in the numbers, bootlegging, and protection rackets. The structure of the first half of the film is tricky because of the darting narrative, so Stoppard frames Billy’s initiation with Dutch’s paranoia and violent outbursts.

Stoppard doesn’t reimagine Doctorow’s book in any formal way; most of the dialogue is taken directly from the novel. But we’re given scenes that never really fuse–sequences that are faithfully re-created from the novel, but without an organizing shape. Stoppard’s primary concern is compressing the action, which unfortunately turns the film away from Billy’s story and pushes into the foreground standard themes: betrayal, paranoia, the protagonist’s rise and fall. Benton is good at recording the fallout of Dutch’s actions, the difficulty of disposing of a body, and the way Billy distances himself emotionally from what he experiences. But Benton is less sure at imposing some kind of dramatic consistency, giving weight to Doctorow’s ideas and themes, introducing dramatic tension. The book’s essence and poetry have been lost.

The movie’s puritanism is clearly the handiwork of its Disney backers. All of the darker elements of the novel–Billy’s emerging sexuality, his mother’s mental instability, his profound fear of Dutch–are strangely absent. Yet Benton doesn’t hold back when it comes to the cruelties people suffer at Dutch’s hands–a fire inspector gets his head crushed, a union functionary is shot in the mouth.

In the book Billy pays his girlfriend Rebecca a dollar for “roof fucks,” but in the film their bland relationship undercuts this intense sexual longing. Billy’s coming of age is acknowledged in his transition from his masculine infatuation with Dutch to a private obsessive concern for Drew Preston (Nicole Kidman), a high-society thrill seeker caught in the cross fire. But Billy’s sexual attraction to Rebecca has been repressed so that Stoppard and Benton can establish Preston as Billy’s first legitimate adult sexual partner.

Preston is Doctorow’s master stroke. Her contradictory nature, cool intelligence, and ethereal beauty offer all kinds of possibilities. But Benton mishandles them in the film’s crucial sequence, her seduction of Billy. In the book it takes place in a car out in the woods and is a reckless, passionate act. In the movie it’s something refined and elegant in the confines of a hotel room, set off by a tasteful fade-out.

Benton’s passivity, severe propriety, and sentimentality don’t just constrict Doctorow’s vision–they place the film in a straitjacket. Which is particularly frustrating because the elements that pull you in approximate the breadth and complexity of Doctorow’s ideas: Steven Hill’s performance as Otto Berman, Dutch’s resigned, paternal accountant; Patrizia Von Brandenstein’s burnished, artful period detail; Alan Heim’s fluid editing, including an extraordinary match cut that uses water to link Bo Weinberg’s death with Drew Preston’s rebirth. The best thing about the film is Nestor Almendros, the cinematographer and documentarian whose astonishing use of natural light recalls his work with Rohmer (Claire’s Knee) and the meticulous framing and lighting of faces that characterized his work with Truffaut (The Story of Adele H).

However, Mark Isham’s score is a real letdown. Heavy, bombastic, and badly incorporated, it’s the opposite of the sensual, jazz-influenced music that marks his collaborations with Alan Rudolph (Trouble in Mind, The Moderns).

Dustin Hoffman is less mannered than usual, and he gets Dutch’s physical characteristics down, especially what Doctorow called the “resonant rasp” of his voice. But the character isn’t sustained; he atrophies in front of us. Worse, Hoffman and Kidman never connect in a way that gives the film any emotional intensity. Hoffman seems soulless and uninspired, a gaping hole at the film’s core.

As a whole Billy Bathgate is handsome and presentable. But the filmmakers have foolishly equated the size of their budget with accomplishment. The movie drifts, and then it’s over–abruptly and before we’re able to fully take it in. The best parts were left on the page.