At first glance, the new noir thriller Twilight comes across as nothing more than a perfunctory murder mystery with little to recommend beyond its venerable all-star cast.

But underneath writer/director Robert Benton >(Kramer vs. Kramer) and co-writer Richard Russo''s (Nobody''s Fool) rather unassuming tale about one Hollywood couple and their mysterious past, lies an elegiac meditation on mortality and the seductive, corrupting influence of celebrity.

Paul Newman, in what reports suggest may be his cinematic swan song, stars as Harry Ross, a burned-out former cop and private investigator living off the largesse of Jack and Catherine Ames (Gene Hackman, Susan Sarandon), a celebrity film couple whose lives have long since passed from the limelight.

Having done the Ames the past favor of returning their underage daughter from an impetuous tryst with an unsavory boyfriend down Mexico way, Ross has been retained to handle various household chores. Those duties come to include paying off a couple of parasitic blackmailers who threaten to uncover some of the Ames'' dark family secrets.

As Ross becomes inexorably entangled in the blackmail scheme, he uncovers the ugly truth at the heart of the Ames'' storybook marriage--a truth that calls into question both his allegiance to Jack and Catherine and the very nature of friendship in a world that is fraught with moral ambiguity and driven by ambition.

Twilight has taken a critical drubbing for its failure to fully elucidate the relationship between Ross and the Ames. And certainly Benton''s reliance on structured set pieces between Ross and the other characters to move the story along undermines the creation of a fluid, cohesive storyline.

Where Twilight falls short on a strictly narrative level, it more than redeems itself with rich characterizations, dialogue and acute observations of privileged Hollywood players confronting the false glamour and corrupt edifice upon which their lives have been built. In particular, Benton and Russo have crafted a film that resonates precisely because its ensemble of actors, including James Garner and Stockard Channing, have to some degree lived the same lives as their characters.

Newman''s latest turn as a private investigator trades upon the wry, laconic demeanor that is the hallmark of some of his most memorable performances. As Jack Ames'' fiercely loyal wife, Sarandon smolders with intensity, wielding her character''s allure and glamour like a dangerous weapon. Hackman''s portrayal of the ailing Jack Ames is particularly poignant, as he watches his past return in the final months of his life to rebuke all he stood for as a man and actor.

In watching so many great Hollywood veterans give such deeply felt performances, one can''t escape an interesting subtext that seems to run throughout much of Twilight.

As Ross takes his final leave from the Ames''s household, Catherine asks Ross whether he still loves her. Having looked beneath the mask of Catherine''s allure, Ross, and the audience, come to realize that the jaded characters in Benton''s film, much like Hollywood itself, have sold their souls for the sake of preserving an addiction to privilege.