0They never killed anybody, they never robbed women and children, and they never turned on each other. This simple code of conduct was practiced by America's most successful bank robbers, four gentlemanly Texas brothers who made millions by robbing over 80 banks from Texas to Canada between 1919 and 1924. The story of these poor cotton-farming cowboys turned crooks extraordinaire is a major change of pace for director Richard Linklater, whose four previous films, including Gen X faves Slacker and Dazed and Confused, as well as the sweetly romantic Before Sunrise, all took place within the framework of no more than a 24-hour period. With The Newton Boys, the director continues to work with hot young actors (Matthew McConaughey and Ethan Hawke are each returning Linklater alumni), but he expands his canvas considerably with this sprawling Wild West tale.

The film's old fashioned, sepia-toned credits and ragtime-style score immediate establish The Newton Boys as a faithfully recreated period piece, thanks to production designer Catherine Hardwicke, costumer Shelley Komarov, and cinematographer Peter James' meticulous work. The bluegrass/country band Bad Livers, led by Edward D. Barnes, lends an appropriately twangy accompaniment to the proceedings. McConaughey pours on all his genteel Southern charm as eldest brother Willis Newton, who at the film's start returns home to the family farm after serving some prison time for a crime he was falsely convicted of. Willis quickly recruits his younger brothers Jess (Hawke), Joe (Skeet Ulrich) and Doc (Vincent D'Onofrio) to pull bank jobs with the assistance of nitroglycerin expert Brent Glasscock (Dwight Yoakam) and his loyal wife Avis (Chloe Webb). The brothers have a remarkably easy time of it, and despite some initial reluctance from Joe, the youngest and most sensitive of the Newtons, their conscience is clear, as they feel that the banks are all insured and insurance companies are the world's real crooks. Willis has his sights set on raising enough capital to get into the oil business, and since he fashions himself as a businessman whose current business is crime, and not as a career criminal, he can't quite bring himself to tell his cigar-stand sales clerk girlfriend Louise (Julianna Margulies) what he does for a living. After many successful heists and much newspaper press, the banks start getting smart and make their safes much tougher to crack. Desperate to keep their spree going to fuel their taste for fine cars, flowing whiskey and plentiful women, the Newtons barely pull off a dangerous daytime heist in Canada and then, in the coup de grace that proves their downfall, they attempt the biggest train robbery in U.S. history, a mail train loaded with $3 million outside Chicago.

Linklater and Clark Lee Walker co-wrote the script with Claude Stanish, chronicler of Willis and Joe's memoirs. There's little nuance in the straightforward, chronological way the tale is told-it's hard to point to a scene that's worth discussing after you've left the theatre. But Linklater's strength has always been vibrant and deeply felt characters; unfortunately, among his ridiculously attractive cast, only Skeet Ulrich is given any real depth as the brother with an aggrieved conscience (though Johnny Depp should sue him for appropriating his look and mannerisms). D'Onofrio and Hawke are fine as skirt-chasing boozehounds, and the latter has a charming courtroom scene near the film's end, but neither character develops as fully as we'd like. As for McConaughey, he clearly enjoyed letting loose after several serious roles, but he comes off as mugging more so than endearing, and his scenes with Margulies don't generate much heat. By far the film's most engaging moments occur during the end credits, which feature footage of Willis on 'The Tonight Show' with Johnny Carson from 1980 and a taped interview with Joe, both of whom reflected fondly on their outlaw past. Too bad the preceding two hours of The Newton Boys isn't half as spirited and witty as these final minutes.

--Chris Grunden