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The first scene in Be Cool, a sequel to the wicked, marvelous caper, Get Shorty, promises a kind of movie that it never becomes. Chili Palmer (John Travolta), the sharp, smooth-talking loan shark turned movie producer from the first film, is riding in a car with his business associate (played, in an inspired cameo, by James Woods) in downtown LA. They are talking movies. "Did you know that in order to get a PG-13 rating," Chili says, "a movie can only use the f-word once? You know what I say to that? Fuck that, I'm done." And then you laugh, knowing that Chili will never use the word again, and you hold up your metaphorical glass to the brilliance of the classic, razor-sharp, tongue-in-cheek wit of Elmore Leonard. "Yes," we think as we remember all the juicy dialogue from Get Shorty, "they've done it again."

Then we watch the next two hours of this movie and discover how wrong we were. To call Be Cool a disappointment is an understatement. If Get Shorty was cool and effortlessly ingenious, Be Cool is a poser. It tries to be cool, but it never is cool, and when it comes to coolness, you either have it naturally, or you're just an imitator. That's it. In Be Cool everyone-even John Travolta-feels, to varying extents, like they're imitating cooler people. The movie itself often borrows from far cooler movies, like Pulp Fiction and, of course, Get Shorty, and very few of the jokes carry the edge of something that's fresh and funny.

One problem is the pacing. Be Cool doesn't really have a flow-it has fits and spurts of energy linked by long, tedious dry spells. Sometimes, the movie will seem alive and rhythmic, and those moments birth great comedy, but most of the time, the comic timing is awkward and the editing is porous. After a lot of jokes (most of which aren't inherently funny anyway), there are three or four seconds of dead air, where the character just stands there in silence, waiting for laughs, I guess. I'm not being nitpicky here-when the joke doesn't work and the audience doesn't laugh, these pauses stand out like sore thumbs. And, as if that didn't add enough extra minutes to the already overloaded two hour running length, Be Cool also features random musical numbers, which mean nothing to the story, and seem tailor made to bore people to tears. I'll talk more about one of them later.

First, the plot. Chili Palmer, as you may remember, ditched his gig as a Miami loan shark for a lucrative job as a movie producer in LA. However, as Be Cool opens, Chili seems a bit dissatisfied with the movie industry, and decides he might take a crack at the music business. One day, Chili sees a beautiful young lounge singer named Linda Moon (Christina Milian), who has the voice, presence and look of a born star. Chili would love to produce her album, but unfortunately, Linda is already under a lengthy contract with Raji (Vince Vaughn), who thinks he is black, but is not black (for the sake of comedy). That doesn't stop Chili, who decides to produce Linda's record anyway, with help from an old friend, Edie Athens (Uma Thurman), who owns a bankrupt record label. But money is a complicated business, and soon the money and debt involved in acquiring Linda's contract starts an all-out war between Chili, Raji's fast-talking boss (Harvey Keitel), and a hip-hop producing gangster named Sin LaSalle (Cedric the Entertainer).

There are plenty of great characters and a staggering amount of acting talent in Be Cool, but director F. Gary Gray cannot bring out the best in any of them. I never thought I'd see the day when Chili Palmer ceased to be cool, but here we are. Chili is no longer irresistibly smooth-he's a caricature, a veneer of hyper-extended coolness that, for the first time, seems to be trying too hard. Christina Milian essentially plays herself as Linda Moon, and even though Milian's talents are many, we're never that interested in her character. She's more of a device to get the plot moving than an actual person. Cedric the Entertainer is funny as an Ivy League gangster crossover, but he's severely underused. He's in maybe 30 real minutes of the movie, and even then he's given nothing but a speech that's poorly reminiscent of Quentin Tarantino. Vince Vaughn is hilarious for about five minutes as Raji, until we realize that his is a one-joke existence.

And why cast Harvey Keitel, Danny DeVito, Andre 3000 of OutKast, and James Woods if you aren't going to use them? In Be Cool, these actors represent squandered opportunities. Where are those classic moments where Keitel gets in someone's face, or when Danny Devito plays it straight, or when James Woods talks a mile a minute, rattling off sarcastic absurdities with the cadence and inflection of a beat poet? Why is The Rock, as a strong and openly gay bodyguard, the only well-used performer in this movie? It proves one thing-talent doesn't work by itself; it needs a talented environment to flourish. The actors are visibly lost in this movie.

But there's one thing I need to talk about, and that's the dance scene midway through Be Cool. In it, John Travolta and Uma Thurman dance together in a club, in a completely unsubtle nod towards Pulp Fiction. The reference is so obvious and so staged that we can't even enjoy it for the novelty of a Fiction reunion -it's just Be Cool trying to be cute. I hated this scene, because in a way, it disrespects both that scene in Pulp Fiction and the concept behind movie references in general. You can't just have Travolta and Thurman dance and expect us to relive Pulp Fiction and the greatness of that moment. The Pulp Fiction dance, you remember, was itself a reference to Travolta's own dancing in Saturday Night Fever, but in that case it was a reference and also a great scene in itself. The dance in Be Cool doesn't have the humor of the movie it is referencing, nor the class, nor the good sense to build upon a reference and make it something new. It's just copying a masterpiece and hoping we'll react to this new version the same way. What shameless contrivance.

Be Cool is depressing because it can't even stand on its own two feet-it has to rely on other better, cooler pictures to get its job done. But Be Cool can't even reference other movies correctly, so what good is it? Remember how seamless it was in Get Shorty, or Kill Bill? In Be Cool the references shout, "Hey! Look at us!" and we smile for a moment in sweet nostalgia and then dive headlong, once again, into the worthless comedy and wasted talent that is this picture. What a disaster.

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