'Whole Nine Yards' has many reasons to fail, but it doesn't

Bruce Willis? Often annoying. Matthew Perry? Often extremely annoying. Bruce Willis and Matthew Perry together in the same film? Surprise: VERY entertaining.

''The Whole Nine Yards'' has assorted reasons to fail. It's filled with oh-so-trendy actors. It's based on a highly unlikely premise. It descends into slapstick now and then. But something clicks, and performers, plot and script come together to form a lively, even charming caper flick.

Nick ''Oz'' Oseransky (Perry) is a harried dentist who lives in a suburban subdivision outside Montreal, and he's not exactly having a great year. His chain-smoking Quebecois wife (Rosanna Arquette) and mother-in-law sit at the breakfast table mocking him. He owes thousands of dollars that were embezzled by his late father-in law.

And now, the last thing he needs is happening: A contract killer has moved in next door.

Jimmy ''The Tulip'' Tudeski (Willis), a Chicago gangland figure, has settled in suburban Montreal after serving a five-year prison term. He's killed 17 men, but he's a nice guy. That, of course, doesn't assuage Oz, who's terrified. ''It's not how many people I've killed,'' Jimmy tells him. ''It's how I get along with those who are still alive.''

From there, the plot spills forth like a beer poured too quickly. Suddenly Oz, his wife and even his perpetually perky dental assistant Jill (Amanda Peet, who's the best thing about this movie) are involved in an underworld caper that involves Yanni Gogolack (Kevin Pollak), the Balkan mob boss of Chicago. What's more, Oz gets involved with Jimmy's estranged, femme-fatale wife Cynthia (Natasha Henstridge) and another dangerous killer, Frankie Figs (the inimitable Michael Clarke Duncan).

A movie like this is a risky venture. With any action-comedy, especially one about mobsters and regular schlubs who get into situations not of their own making, the ground is well-trodden and the question hangs: Why do what's already been done? (Not that moviemakers are ever stopped by that.)

But this turns on characters and script, and both work. Though the dialogue is corny at the outset, and there's next to no chemistry between Perry and Henstridge, virtually everything else works. They're likeable characters, and -- despite the amoral profession of many of them -- most (with the exception of Arquette's character) are admirable in a strange way.

Willis has clearly learned something from his superior performance in ''The Sixth Sense.'' His trademark smirk is still employed and still irritating, but he's augmented it with other expressions and reins it in enough to allow a unique personality to emerge. He's a far better actor than he was five, even two years ago.

Perry, who's got the young-adult-male-inadequacy schtick down (he's been doing it for 5 1/2 years on ''Friends''), shows here that he can expand his one note to carry a full-length feature. His nervous tics, elastic body movements and martini-dry irony combine here to create a likeable, if reluctant, hero.

Perry's body comedy is at its best here; though it may sound like heresy, much of his physical comedy is drawn straight from Buster Keaton. The way he employs it, it's keyed as much to the ''relief'' part of comic relief as it is to the comedy itself. Even as you laugh, you feel for him.

Duncan, fresh from a career performance in ''The Green Mile,'' lights up the screen. Physically, he's utterly terrifying. But he can shepherd his face from scrunched-up and menacing to grinning and warm in less than a second; it and he are a joy to watch, especially when he and other professional killers engage in a running gag about admiring each other's work.

Henstridge is fun as a neo-noir gang moll with a heart of gold, and Pollak, one of today's finest character actors, is ideal as the mob kingpin. He's clearly having a great time with a whole palette of lip curls, arched eyebrows and linguistic mishaps.

Peet, though, steals the show as Oz's assistant, who has, suffice it to say, other ambitions. Only Arquette doesn't seem to be having much fun.

Full of fun moments and little scenes within scenes, ''The Whole Nine Yards'' probably won't win any awards. But it's more than the sum of its parts: It's engrossing and rollicking in the best caper-flick tradition.

''The Whole Nine Yards,'' a Warner Bros. release, is directed by Jonathan Lynn from a Mitchell Kapner script. It is rated R.