May 23, 2000 -- Director-writer-comedian-actor extraordinaire Woody Allen has always had a soft spot in his heart for hoods and his latest film "Small Time Crooks" is sort of like "Take the Money and Run" for the gray-haired set.

It is a story about inept crooks who have almost given up on crime. After serving their time and failing at crime, they're all set to go straight, except for Ray Winkler (Woody Allen), who gets an idea for a bank heist. The idea is that he and his crew, Michael Denny (Michael Rapaport of "Deep Blue Sea"), Tommy (Tony Darrow), and his partner, Benny, (Jon Lovitz), will use a cookie shop as a front for a tunneling operation to dig under the shop into the basement of a bank. Benny is a partner because he holds the rent on the shop. Benny, a convicted arsonist, had planned to open a flower shop and then burn it down ("that's how I sent my kids through college," he says). Winkler's wife, Frenchy (Tracey Ullman of "Bullets Over Broadway") will bake the cookies as part of the front operation.

The hair-brained operation, of course, does not go as planned. The tunneling operation runs into more than its share of disasters. The cookie-baking operation above, however, is a howling success, so much so that the crooks are forced to go straight against their worst instincts. The story becomes one of love and the richness of poverty and the poverty of wealth.

Allen plays against his normal type in this movie. Instead of playing a smart, wisecracking character, he plays a not-too-bright, blue-collar type. One thing stays the same, however, the attacks on pretentiousness continue, albeit from a different angle. Frenchy, a former exotic dancer, who wants to escape her past, desperately wants to be accepted by high society and to become a patron of the arts. Allen shows us in a number of ways the shallowness, emptiness, loneliness and desperation at the heart of high society, embodied by the art hustler David (Hugh Grant of "Notting Hill').

More than a morality play, however, the movie is a love story. Benny and Frenchy love each other. Despite everything else that happens to them, that fact is all that ever really counted. Benny may not be the brightest guy in the world, but he knows that Frenchy is the best thing that ever happened to him. Frenchy is a lot smarter, but she gets distracted by too many other things. She forgets what is really important.

Ullman is in fine form here. A terrific comic actress, it is shame she doesn't get more work. She gets all the sharp-tongued, cutting lines usually reserved for Woody. These scorching lines are, instead, directed toward Woody himself. Woody does a nice job as well. Rapaport is also good as a crook even more thickheaded than Benny. In one hilarious scene, he explains why it is a good idea to advertise cookies in Playboy and Hustler magazines. Although the social criticism in this film is cutting at times, overall it is funny and warm-hearted. This film rates a B.

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