'Last Vegas' can't putter past story predictability

• USA TODAY review%3A ** out of four
• Stars%3A Michael Douglas%2C Morgan Freeman%2C Robert De Niro%2C Kevin Kline%2C Mary Steenburgen
• Rated PG-13%3B Runtime%3A 1 hour%2C 30 minutes%3B opens nationwide Friday

Actors are fond of saying that film is a director's medium. In Last Vegas (** out of four, rated PG-13, opens nationwide Friday), they may have proven their point.

It's hard to imagine that this much acting firepower could produce anything less than a solid fall film, if not a good one.

Alas, this all-star ensemble comedy that trumpets (too loudly) that it's a Hangover on hemorrhoid cream musters enough laughs to be passable, if not memorable. And that's thanks to Morgan Freeman's showmanship.

Three codgers in their late 60s decide to throw a bachelor party for their marital holdout, who is going to marry a lass less than half his age. Vegas' setup is about as brusque and cookie-cutter as Hollywood gets, and director Jon Turteltaub (National Treasure) seems headed for comedy cliché hell.

But Freeman's cantankerous Archie, bantering with buddies Paddy (Robert De Niro) and Sam (Kevin Kline), peppers the film with solid laughs through the film's first half.

Where Hangover began with our Wolf Pack waking up in a posh casino hotel, Vegas takes a good 45 minutes to get there.

And they're the film's best scenes, particularly as the men make excuses to doting-but-dull spouses, overprotective kids and the ghosts of wives past that they could use one last trip to Sin City. Each escape is a touching breakout.

Once they reach Vegas, though, the movie putters into predictability and loses its footing like a tipsy pole dancer.

There can be no blaming the five primary players here, all of whom are Oscar winners. While De Niro has the most thankless role as a nagging widower who still keeps photos of his wife plastered around the house, the stars bring beautiful subtlety as young turks struggling with becoming old guard.

Freeman gets the most laughs as an apt gambler who has been waiting years for a good table and a stiff drink. Kline has looked like a convincing father figure since The Big Chill.

But the most surprising performances belong to groom-to-be Billy (Michael Douglas) and past-her-prime lounge crooner Diana (Mary Steenburgen). At 69, Douglas still looks utterly convincing as a senior who could lure a 31-year-old. And at 60, Steenburgen remains stunning and utterly believable as a torch singer who can still light flames.

But they're no match for the pat script, which telegraphs its second half, exactly when the men first discover Diana singing. From the moment she quips that they look ready for a nap to the final credits, Vegas beats its punchline — look at wrinkled guys partying! — so vigorously that, by movie's end, you may be ready for that nap.

The story can't completely undermine the performances, which flicker with chemistry. These legends clearly enjoy each other's company. But considering their legacies, Vegas should have been a sure bet.