By thinking that it is cleverer than it actually is, Bandits begins to lose the viewer by the middle of the movie. It is an overreliance on sometimes witty banter and pop culture songs that ends up doing in the movie. The makers focus more on these than any actual story, pausing to rob a bank when conversation is running low. That said, Bandits still does have moments of lucidity, where Harley Peyton's (Gold Coast, Keys to Tulsa) script does manage to get in some deft zingers. Bandits, like some other movies, also starts at the end at a climactic showdown in a bank and flashes back to the beginning to flesh out the story. This tactic always has mixed results, and ends up more annoying than anything else here.

The bankrobbers are Joe Blake (Bruce Willis, Unbreakable, Disney's The Kid) and Terry Collins (Billy Bob Thornton, South of Heaven, West of Hell, Pushing Tin), two escaped inmates with dreams of opening a nightclub in Acapulco. They rob banks by appearing at the bank manager's house the night before, kidnapping the manager, then taking him to work in the morning to rob the bank. The media dubs them 'the sleepover bandits' and they turn into rogue celebrities, thanks in part to an America's Most Wanted-type show hosted by Darrin Head (Bobbie Slayton, Loser, The Rat Pack), and the fact that they do not use violence and are very polite. The rest of their crew consists of Harvey Pollard (Troy Garrity, Bohemians, Steal This Movie), the driver and wannabe stuntman, and Kate Wheeler (Cate Blanchett, The Gift, The Man Who Cried), a hostage turned accomplice. Wheeler ends up falling in love with both Blake and Collins, and both of them fall in love with her.

The two cannot be more different. In the typical motion picture manner, these best friends have opposite personalities. How did they become so close in the first place when they are constantly at each other's throats? Blake is suave with women and none too educated. Collins is a nervous, smart hypochondriac, afraid of everything and obsessed with disease. Wheeler cannot decide between them because in her opinion, the combination of both personalities is the perfect man. Wheeler herself is running from an unloving husband, and the thought of robbing banks adds a sense of excitement to her otherwise dull life. Willis is the most boring here. He plays Blake so coolly that at times it's as if he is dead. Thornton and Blanchett are much better, with Thornton providing most of the meager laughs. The two contrast nicely, with both their neuroses bouncing off each other.

But at barely over two hours, Bandits and director Barry Levinson (An Everlasting Piece, Liberty Heights) pushes its luck. There is not enough screentime showing Blake and Collins at work, and too much time focused on them arguing. Each robbery moves at a brisk pace, then things slow considerably in between. This is okay, since Bandits is not a heist movie, but more of a romantic comedy. The bad part is the three way romance does not work. Levinson and Peyton seem more concerned with trying to script interesting dialogue, much of which is not as interesting or funny as they believe. Because of the narrative structure and characters like Pollard (who's skills only have one purpose), the ending is fairly obvious, and it's just a matter of waiting for it to happen.