October 12, 2001 | Imagine a tangy goulash of Jules and Jim and Butch Cassidy and the Sundance Kid, with a side order of Bonnie and Clyde and a smidgen of It Happened One Night, and you'll be ready for Bandits, a funny, frisky and flavorsomely eccentric comedy about bank robbery, romantic triangles and chronic hypochondria.

Directed by Barry Levinson (Rain Man) with alternating currents of tight discipline and indulgent playfulness, this freewheeling road movie takes the audience for a wild ride along the Pacific Coast, from Oregon to Southern California, following the checkered careers of two escaped convicts who become mismatched partners in crime.

Joe Blake (Bruce Willis), an impetuous career criminal with a razor-sharp survival instinct, breaks out of prison, more or less on a whim, simply by commandeering a cement truck and crashing through the gates. He's accompanied - reluctantly, at first - by a far more thoughtful convict, Terry Collins (Billy Bob Thornton), a tightly wound neurotic who constantly complains about allergies, phobias and dietary necessities. (You get the impression that he escaped from prison primarily because the warden restricted the availability of fresh garlic.) Very shortly after they become fugitives, Terry is eager to get back behind bars. Joe, however, has other plans.

Bandits isn't a movie that takes a rigorous approach to enforcing the laws of probability. In fact, the first several minutes play as an interlocking chain of improbabilities, starting with the prison break and continuing through scenes in which Joe sweet-talks a lady into providing a getaway car, then fakes his way through a bank hold-up while armed with nothing more lethal than a Magic Marker.

Despite all indications to the contrary, Joe is a man with a plan: He wants to enjoy an early retirement as a restaurant owner in Mexico. That's OK with Terry, but only if he's the one who does the cooking. That's OK with Joe, provided that Terry joins him in financing their dream with a few more bank robberies.

Fortunately for all parties concerned, the fugitives meticulously plot a modus operandi that leaves little to chance, and requires stealth and subtlety more than gunfire and improvisation. On the night before a typical heist, they politely but firmly take the bank manager and his family hostage. Then, after spending the night with their captives, they drive the manager and his loved ones to the bank before business hours, empty the vault - and speed away before alarms can be tripped or police can be alerted.

Their simple plan is improbably successful. The fugitives preserve their anonymity with a series of laughably obvious wigs and similarly transparent disguises. ("You look like Neil Young," a hostage tells Terry, who readily agrees.) Even so, they become nationally famous as "The Sleepover Bandits." They get by with a little help from Joe's easily distracted cousin, Harvey Pollard (Troy Garity), a getaway driver and would-be movie stuntman. (Trivia buffs, take note: The character's last name may be a tribute to Michael J. Pollard, who played the getaway driver in Bonnie and Clyde.) But their routine is disrupted when Terry brings a not-so-innocent bystander into their inner circle.

It's not entirely Terry's fault. In the course of making a hasty escape, he's struck and nearly run over by Kate Wheeler (Cate Blanchett of Elizabeth), a fair-skinned, flame-haired beauty who's been driven to extremes by a disappointing life and a neglectful husband. Kate insists on taking Terry to his hideout. When she arrives, Joe is enraged - then, slowly, intrigued. Pretty soon, he's swapping pop music lyrics with the fugitive housewife. (Their recitation of Bonnie Tyler's "Total Eclipse of the Heart" is one of the most sweetly goofy scenes you'll see in a movie all year.) Terry feels left out. But not for long.

Levinson nimbly maneuvers through a variety of mood swings and tonal shifts, keeping the audience off balance - pleasurably, for the most part -- and uncertain of what to expect next. More often than not, Bandits is bright and light, generously sprinkled with whimsy and absurdity, reveling in turns of phrase and quirks of character. Terry initially is reluctant to retire in Mexico: "I have sanitation issues!" Kate makes a bad first impression: "She's an iceberg," someone says, "waiting for the Titanic."

On the flip side, however, Bandits begins with a portentous flashforward to a botched robbery-in-progress, and frequently pauses for excerpts from a reality-TV show that appears to be the last testament of "The Sleepover Bandits." The possibility of an unhappily-ever-after ending is never far from your mind, even while you're giggling at some edgy exchange between Joe and Terry, or laughing uproariously as Kate frantically prepares dinner, slicing and dicing at warp speed while she sings along to another Bonnie Tyler tune, "Holding Out for a Hero."

Willis makes all the right moves as he glides through the proceedings with relatively little reliance on his trademark smirk. He effortlessly communicates Joe's steel-trap intelligence while dropping provocative hints of a wistfully romantic sensibility. Thornton is almost too convincing while conveying Terry's incessant fussiness -- at times, you may wonder why Joe, Kate or some passing stranger doesn't throttle him - but that makes the character all the more amusing and engaging.

Blanchett completes the triangle with a vibrant performance that runs the gamut from full-blown hysteria to teary-eyed resignation and beyond without ever hitting a wrong note. Late in Bandits, Kate claims she can't choose between Joe and Terry because, as far as she's concerned, "Together, you're the perfect man." You might not share that appraisal - in fact, you might violently disagree - but Blanchett make you understand what Kate means and, perhaps more important, appreciate how much she believes it.