The interplay among Al Pacino, Christopher Walken and Alan Arkin in Fisher Stevens' film makes for a humorous tale of old wise guys out to make trouble again.

It was the right time and the right alchemy to make the comedy as amiable as its cast. Despite some predictable predicaments — and the inevitable Viagra joke — the film is clever in the way it deals with the high cost of mob connections and the even higher cost of old age.

"Stand Up" opens with Doc (Walken) picking up Val (Pacino) from prison. After 28 years of doing hard time for not telling, Val is ready to savor everything he has missed — booze, good food and willing women. Doc is done with all that at his point in his life. Now he's painting landscapes and passing time. To Val's disparaging remark about his modest apartment, the former shooter shrugs and says, "I got cable."

It's a good assessment of how fortune has not favored anyone here. The best friends are carrying a lot of baggage tied to a robbery that went bad. Doc has one outstanding debt that must be paid, and the plot circles around the growing weight of it.

Age issues play out like dominoes falling. The trip to a brothel triggers the trip to the pharmacy for Viagra, which triggers a trip to the emergency room. The nurse on call is the daughter of their old getaway driver Hirsch (Arkin), with Julianna Margulies looking right at home back in the ER. In short order they've been filled in on Hirsch's whereabouts, broken him out of the nursing home, dispensed with the oxygen tank and are on the loose around town.

With old and new crimes to deal with, Val, Doc and Hirsch debate strategy as if they were in their 30s. That they are not is one of the comic veins — Hirsch's confusion over cars that don't start with keys and all the creaking joints make for a few laughs. But most of the humor and emotion is derived from their relationship.

While the action is brisk, the film never feels in a hurry. Walken and Pacino amble through their paces. Arkin ups the adrenaline any time he's around, and he is not around quite enough.

Tension keeps rising as the mob guy behind their downfall keeps pressing for satisfaction. But the boys have other things on their mind — questions of friendship, family, loyalty and mortality. An unexpected graveside service for an associate is moving without being maudlin in a thug-life kind of way.

Whenever the film veers off course, it is rescued by its slick production and the smooth operators it has in its stars. Fisher, working with veteran cinematographer Michael Grady, has a nice feel for place, and they capture the low-level East Coast mob types beautifully. Good music helps. When Doc, Val and Hirsch get it in their heads to settle some scores "Godfather" style, you'll be glad you're out of the line of fire, but it is sure fun to watch.