Los Angeles cop Ed Exley has a lot going for him. And he needs it.

When he's not busy battling crime, he's battling his own department, which has its own ways of fighting crime: planting evidence, coercing confessions and performing summary executions.

So it should come as no surprise to film noir fans that the only way Exley (Guy Pearce) can solve L.A.'s latest shocking murder is to team up with the department's muscle man, Bud White (Russell Crowe). Or that they come close to killing one another before they >turn their guns on their tormentors.

L.A. Confidential, based on the novel by James Ellroy, may be one of the most complex films ever to come out of Hollywood. It's like a couple of Chinatown's running simultaneously, with lots of detectives who aren't quite what they appear to be, solving crimes that aren't quite what they appear to be.

Things seem simple at first: a recently disgraced cop dies in an apparent late-night holdup. But after killing the suspects in a raid, Exley begins to wonder if he's taken out the right men. So does White.

That leads the two detectives -- in fits and starts -- to a call-girl ring that uses movie-star look-alikes, the decomposing body of a former police officer and a stash of heroin that could put its owner on Easy Street, or in the morgue.

It's hard to watch L.A. Confidential and not think of a dozen or more movies that came before: Serpico, The Big Sleep, Catch 22 and, ultimately, The Alamo and Last Man Standing. But Curtis Hanson's film is as original as it is derivative, not so much in where Hanson takes it but in how he sets it up.

Framing the action is a voice-over narration by Sid Hudgeons, editor of Hush Hush, a tabloid that specializes in setting up important people to embarrass them in print.

Equally important is the timeframe. Confidential takes place at a critical juncture, the early 1950s, when television was just starting to make its mark on the entertainment industry -- and the legal system. Thus we have Sgt. Jack Vincennes (Kevin Spacey), an officer who's more interested in being technical adviser to a Dragnet-style cop show than he is in solving crimes.

These last two elements give Confidential an especially creepy feel: it's not just corrupt police or heavily armed hoods we have to worry about. The media are adding their own self-serving twists to the already twisted tales of the LAPD.

Unfortunately, not everything in Confidential works quite so well.

Pearce is almost too straight-arrow as Exley, even when he's bending his own rules; Crowe is more convincing as White, but both suffer from paper-thin writing. Their motivations for joining the force (Exley's supercop dad was blown away by a thief who was never caught; Crowe saw his own father beat his mother to death) take less than 10 seconds of screen time to reveal. And we've heard them before, at least twice.

Moreover, Kim Basinger as look-alike hooker Lynn Bracken succeeds as a femme, but not as a fatale -- a distinct violation of the noir code.

The result is a film that's stronger on atmosphere and action than character. L.A. Confidential works as an offbeat cop-buddy film or a not-so-straight detective thriller. But beyond that, I'd say it's a noir miss.

[ by Miles O'Dometer ]