At a heady pace of about a movie per year, not counting his occasional forays into producing for film and television, Barry Levinson may be the only American director currently keeping pace with Woody Allen. Lately, both look like they could use a breather. Levinson, who had the misfortune of beginning his career with his best film (1982's Diner), seems less at ease the further he travels from his native Baltimore, which has consistently played home to his strongest work (Tin Men, Liberty Heights, TV's seminal cop show Homicide: Life On The Street). In recent years, he's floundered under the sea (Sphere) and above water, too, sometimes with unworkable disasters like the Northern Irish toupee comedy An Everlasting Piece, but mostly with potentially interesting projects that were never given enough time to incubate. Haphazard even by his dwindling standards, Levinson's heist comedy Bandits seems about two rewrites and a polish away from being a good movie; it has just enough scraggly charm to make its bad ideas all the more exasperating. Looking out of place among the sort of determinedly quirky characters usually found in bad independent films, Bruce Willis gives a deadly earnest performance as a convicted bank robber who's more sensitive than he looks. Billy Bob Thornton plays his mismatched partner, the brains of the operation, whose all-consuming hypochondria leads him to fear everything from antique furniture to the sanitation in Acapulco, where Willis wants to retire after their last score. On a whim, the pair busts out of prison and reverts to a life of crime, knocking off a series of banks by invading the managers' homes at night and escorting them to work the next day. Labeled "The Sleepover Bandits" by the press, Willis and Thornton become minor celebrities, but their friendship begins to fray when they both fall in love with Cate Blanchett, an exuberant upper-class housewife with a secret passion for Bonnie Tyler songs. As good-natured antiheroes in the mode of Richard Linklater's underrated The Newton Boys, the three leads are likable and disarming, particularly Thornton, who either was given most of the funny lines or improvised them himself. But Levinson's needlessly complicated structure, which includes flashbacks from a botched robbery and a tabloid show called Criminals At Large, undercuts the momentum in order to serve one of the lamest media critiques since his own Jimmy Hollywood. Thinly conceived and shoddily hemmed together, Bandits is salvaged by a hard-working cast, but its director doesn't seem nearly as engaged, much less inspired.