Christopher McQuarrie, the screenwriter of the deviously brilliant “The Usual Suspects” wrote and directed this bleak, tough-talking story about a couple of petty criminals named Longbaugh (Benicio del Toro) and Parker (Ryan Phillipe).

Longbaugh says, “Our path had been chosen and we had nothing to offer the world. So we stepped off the path.” The opening scene, a confrontation outside a club, shows us that our heroes are tougher than they are smart. Later in the story Joe Sarno (James Caan), who is both smart and tough, asks which is the brains of the outfit, and Longbaugh responds honestly, “Tell you the truth I don’t think this is a brains kind of operation.” They have no ability to think about the risks they are taking, and even if they did it would not matter because they just do not care.

Their lack of ability and indifference to the outcome turn out to be their greatest assets when they decide to kidnap a pregnant woman named Robin (Juliette Lewis). She is a surrogate mother, carrying the child of a wealthy couple, so they think they can get enough ransom money to take care of themselves. The kidnapping and ensuing chase are so badly organized that the experienced bodyguards who escort Robin to the doctor are not able to figure out what they are going to do, and they get away.

As in “The Usual Suspects,” the dialogue is terrific (“$15 million is not money. It’s a motive with a universal adaptor.” “Karma is only justice without the satisfaction.” “I can promise you a day of reckoning that you will not live long enough to remember to forget.”) The characters are exceptionally interesting, especially as the story unfolds and there are some surprises in their relationships and history. The performances are outstanding, especially Caan, Taye Diggs as one of the bodyguards, Dylan Kussman as Robin’s obstetrician, and Kristen Lehman as the millionaire’s trophy wife. McQuarrie shows a sure hand in his first time as director, with a muted color palatte, strong rhythm, and effective action sequences.

If only it was held together with a brilliant conclusion, as McQuarrie did in “The Usual Suspects.” No thrill in the ending here, just a long, long, shoot-out. Longbaugh and Parker are not coincidentally the real names of Butch Cassidy and the Sundance Kid, and this movie has some resonances with the classic western about two men who ran out of options. But unlike that classic and like McQuarrie’s own “The Usual Suspects,” he doesn’t let us care about the protagonists, leaving an empty feeling.

Parents should know that this is an exceptionally violent movie with a very gory childbirth scene and lots and lots of gunfire. Many characters die brutal deaths. Characters drink, smoke, commit adultery, use profanity, lie, cheat, and steal.

Families who see this movie may want to talk about the family and non-family relationships, and how loyalties are — and are not — determined. Some family members may have questions about surrogate parenthood and how the biological parents and the mother who carries the child feel about it.

People who enjoy this movie should see “The Usual Suspects” and “Lock, Stock, and Two Smoking Barrels.”