Al Pacino and Christopher Walken play Val and Doc, retired tough guys on the loose together when Val is paroled after 28 years in the joint. After 40 minutes, their old wheelman Hersch – played by Alan Arkin – joins them for illicit nocturnal fun and frolic while the city sleeps.

That’s it. That’s all you have to know about “Stand Up Guys,” a lovable 94-minute slice of nothing special that is worth seeing just for the cast and the cast alone. Add Julianna Margulies in a brief role as Hersch’s nurse daughter and Vanessa Ferlito as an abuse victim discovered naked in a car trunk and you’ve got the film’s appeal.

It’s the cast here pure and simple. And they’re good company even if the principals are working at a level about two notches below what they’re used to.

Let’s be frank: you couldn’t really call this little indie film the cinematic equivalent of an off-Broadway play starring a small cluster of big names slumming for the theatrical cachet of it all. It’s more like an actors’ workshop production that the bigfoot Old Guys dropped by to star in because they like the director and the writer.

The writer is fledgling Noah Haidle. The director is Fisher Stevens, a 49-year-old Manhattan film and theater fixture you’ve seen as an actor in countless film and TV character roles even if his name never registered. (He’s too short, smirky and ratty-looking to have become a star, but he’s so witty and articulate a presence most of the time that you’re always glad to see him. Once upon a time, before David E. Kelley entered the scene, he was the male half of a couple with Michelle Pfeiffer.) In a versatile life, Stevens has also won an Oscar for producing the documentary “The Cove.”

You can bet the farm he’s the reason that Pacino and Walken made this film. With a fine midfilm assist from Arkin, they all radiate good vibes together, playing old friends in the thug trade whose lifelong relationship was interrupted when Val was sent away for 28 years.

That, therefore, is what makes Val such a standup guy. They all did the crime but only Val did the time. Doc was in on the same job, as was Hersch as their wheelman. But when it all went far south (a novice thug with an itchy trigger finger got them all involved in a shootout, leading to the kid’s death and his father’s unquenchable desire for vengeance), only Val was left holding the bag.

It’s a popular genre these days – the old guy thug movie, i.e. bad guys on the senior tour acting up and acting out just for the hell of it.

It’s popular for a very simple reason: we have a good supply of big stars and/or superb actors over 60 and a baby-boom plus audience that likes to see them in fantasies where emphysema sufferers turn into priapic virtuosos in threesomes with two young hookers; and where sweet elderly gentlemen who spend their retirement painting sunrises and sunsets suddenly remember how to shoot and punch out young tyros in the thug trade.

So we spend a long night in the company of Val, Doc and, eventually, their buddy Hersch, whom they liberate from his oxygen mask in “The Lighthouse Nursing Home.” Hersch is at the stage of life where surgeons remove one of his bodily organs and he doesn’t even bother to ask what it was that he lost.

The old boys may have been thugs, druggies, lowlifes and stickup men in their youth but they’ve got behavioral standards. They frown on young thug wannabes who mistreat women and drive cars they don’t deserve to have.

Much drollery is involved here – for instance, when newly released Val doesn’t quite understand how to use Viagra. “Maybe I partied a little too hard,” he says sheepishly under a sheet in the emergency room.

Wheelman Hersch can still drive like a demon. And Doc is still one dangerous hombre underneath that melancholy and wise exterior.

The only problem they’ve got is that the father of their dead young punk associate has hired Doc to kill Val. And Val, being no fool, knows it.

Not to worry. They don’t let it intrude on their reunion. Which occasionally gives them the opportunity to replay an old joke.

“It’s time to kick ass or chew gum,” says Val. “And guess what?”

Says Doc, “I’m all out of gum.”

“Stand Up Guys” is a passing little triumph from some actors who are more fun to watch just chewing gum that any number of younger colleagues are when they’re strenuously kicking ass.


Three stars

Starring: Al Pacino, Christopher Walken, Alan Arkin, Julianna Margulies, Vanessa Ferlito

Director: Fisher Stevens

Running time: 94 minutes

Rating: R for rough language, brief nudity, sexual content, drug use and violence.

The Lowdown: Retired crooks unite for one last hedonistic blowout when one of them is paroled after 28 years in the joint.