This is Barry Levinson's fourth look at the Baltimore of his youth -- the mid-fifties -- and in many ways it is his least successful. He tries here to juggle a few different stories: of teenage male angst, of Jewish angst in a gentile world, of prejudice in a border city against blacks, and of the heavy penalty to be paid for doing business outside the law.

Each of them could have sustained a film -- John Waters made a wickedly funny feature ('Hairspray') out of the city's prejudice -- but here Levinson simply lurches from one to the other, crosscutting as though to avoid getting too deep into any single plot, and so he denies us anything more than a glimpse into lives that might have been much more richly observed.

The year is 1954, and the film is the story of the two Kurtzman brothers, Jewish, of course: Van (Adrien Brody), who's in college, and Ben (Ben Foster), who's in his senior year in high school. Their father, Nate (Joe Mantegna), owns a burlesque house -- one of the last of a breed that was then in its death throes -- and uses it to hide his income from his numbers business. It's the era when recitation of the 23rd Psalm was mandatory every morning in public school, the era when Jews envied the gentile life (Ben is upset when he's served a sandwich on white bread, previously unknown to him -- "It's raw," he says -- a situation with a parallel in my own life, when I knew that we ate rye and pumpernickel because we couldn't afford Wonder Bread), when Brown v. Board of Education was brand new, when crossover meant going into a dangerous (for you) neighborhood, when two white boys at a James Brown concert were very visible, and when a Jewish college boy could be smitten with a Gentile goddess just because she was a shiksa.

But Levinson mistakes simply laying out those stories for actually carrying them through to important and meaningful resolutions. Two of them come close: Nate's financial difficulties when a black drug dealer hits a $100,000 numbers payoff and Nate can't make the payment; and Van's obsession with his first shiksa (nicely played as a young Grace Kelly clone by Carolyn Murphy). Both stories are given enough air to breathe, so that we get good insights into each man and empathize with them. Otherwise Levinson's choppy editing just weakens any power or even wit the film might have had. Particularly in the first hour, the film seems stuck in amateur city, with misread lines, inept camera placement, and clumsy cuts. And yet, in the second hour Levinson seems to have settled down to match his best work elsewhere, and the power of the film, and its true charm, begin to reveal themselves. In fact, the final sequence is as touching as anything Levinson has ever given us before. But because he never set his story up properly, the moment comes and goes without resonance for the audience. Perhaps it's time for him to move on again.