Clint Eastwood's new film "Mystic River" is a sad, elegaic, yet oddly distanced look at three men whose lives have been stunted, corrupted and blighted by the past, but still keep trying - lurching, really - toward some kind of fantasy of happiness. Three good Catholic boys - Sean, Jimmy and David - are playing street hockey in their Boston neighborhood one afternoon when a car with two men inside pulls up, and one of the men, authoritative-looking, probably a cop because he's got a pair of handcuffs dangling from his waist, takes David away. They are not cops, of course, and the horrors they inflict on David will haunt not only him but Sean and Jimmy as well, as we will see in the course of the film.

It is now almost thirty years later; Sean (Kevin Bacon) is a state police detective whose pregnant wife left him six months before, but who calls him wordlessly on his cell phone. Jimmy (Sean Penn), who did time in prison for a robbery, now runs a corner grocery store. He has a 19-year-old daughter, Katie, from an early relationship; her mother has died and Jimmy is married to Annabeth (Laura Linney). David (Tim Robbins) is also married, to Celeste (Marcia Gay Harden), and they have a young son. David is a strangely soft and unfocused man, who seems to shuffle instead of walk, to have a hard time framing the words when he speaks. He comes home late one night with blood on his hands and a knife wound across his stomach. He tells Annabeth that he was mugged, that he fought and beat up the mugger. Is the story true? We think not. That same night Jimmy's daughter goes missing. The rest of the film tells us of the consequences of those two events.

"Mystic River" is an adaptation of the novel by Dennis Lehane, who made his bones with a series of mysteries featuring a pair of low-rent Boston private eyes; this was his first novel away from the genre. The script is by the master of many genres Brian Helgeland, who wrote everything from "L.A. Confidential" to "Conspiracy Theory" to "A Knight's Tale." And though I'm not a fan of Eastwood as a director - he seems always to take the conventional road instead of the brave one, never risking failure and settling for the good instead of the great - he is always more than simply adequate, which is at least commendable.

But there is something wrong with this film. It's not the story, which is elegant in outline, in the tragic sense of something doomed foretold; it's not the three leads, who have accomplished a miracle by creating three independent, memorable human beings whom we would recognize on any street in any city. They are three superb actors at the top of their form: Sean Penn's Jimmy, father of the missing girl, carries both nobility and the seeds of his own destruction, and each peeks out at the wrong moment. Tim Robbins, the blighted man-child who understandably could never outgrow his childhood experience of helpless terror at the hands of adult vampires and werewolves, is unexpectedly able to show an odd toughness that underlies the confusion. And the tightly wound detective, Kevin Bacon, trying to catch a murderer but saddled with the knowledge that he could not be a husband to his pregnant wife, must try to solve the mystery.

So what is the problem? I think it's the dialogue, the way in which people in the film trade lines. It's you speak, I speak, you speak, I speak, he speaks. But real people don't talk like that - they make use of little bridges, slides, elisions, pauses, stops in the middle of words, umms, ahhs, repeats. Instead, "Mystic River" plays like a book, not life. When we read a book our brains fill in the gaps in the dialogue; most of what is real, in common speech, is actually not germane to the subject we're talking about. It's like the redundant DNA in our molecules; it seems to have no use other than to lubricate our cells. In the same way, those unnecessary giggles lubricate our verbal intercourse with other humans. But when we see the actors, people we watch on the screen, trading lines instead of interacting like real humans, we know something is wrong with the film. I think Eastwood has a tin ear for the nuances of speech, and it hurts his work even when he has the greatest of actors in his movie.