When a movie that could have been great turns out to be merely very good, there's a bittersweet tint to its virtues that can't help reminding you that if everything had been kicked up a few notches, the filmmakers would have achieved something much better.

Matt Dillon's first directorial effort, City of Ghosts, is such a film - one that's laced with good performances, a memorable setting, some real suspense and a handful of well-drawn characters. Curiously, what it doesn't get you to do much is care.

Dillon has assembled a top-flight cast to tell the story of second-rate Manhattan hustler and con artist Jimmy Cremming (Dillon), who gets involved in a messy insurance fraud scam then flees to Cambodia after getting the shakedown from the FBI. Why Cambodia? Career criminal and mentor Marvin (James Caan) resides there, and there are things that need to be resolved between the two men.

Upon his arrival, Cremming gets tangled up with some locals, including a slimy fellow criminal (Stellan Skarsgard), a flamboyant bartender (Gerard Depardieu, overplaying), a beautiful art restorer (an underused Natascha McElhone) and a sympathetic and loyal cyclo driver (Serevvuth Kern).

This feels so remarkably like Graham Green's turf that you'd swear he wrote it first. But Dillon and co-writer Barry Gifford have created an original screenplay that's filled with intrigue, color and a fine sense of time and place. Along with cinematographer Jim Denault, they've effectively created a film that's rich in atmosphere and detailed in its depiction of a third-world country as safe haven for the dregs of society.

Though this is quite a good film, it never really connects emotionally. I have a hunch that Dillon the actor shoulders more of the blame for this one than Dillon the director. He's probably one of the most underrated actors out there in terms of intensity and confidence, but his persona - tough, cocky, remote and often mannered - rarely connects with the audience on an empathic level. He's come close in a few films including his memorable work in Gus Van Sant's Drugstore Cowboy. And he's been funny often, as in To Die For and There's Something About Mary. He's always been an ace in the hole when it comes to being troubled and conflicted, which he's been doing since his emergence in the late 70s. But though he tries valiantly and writes himself a heck of a role - hustler facing redemption in a broken-down civilization - City of Ghosts proves not much of an exception in getting him to break down his mannerly tics and let out some real feeling.

There's just something about him that's almost too cool, and always has been. And his often-mannered ways of expressing usually clue me in to the fact that he's just acting - and usually some very good acting. But I rarely feel him disappear inside a character, and City of Ghosts though an exceedingly well-made film, doesn't pull us in and make us feel anything for Cremming. This is right of passage and the final scenes don't add up to as much as they might have in the hands of a more emotionally available actor.

The look of the film is ravishing, from the grimy darkness of the city streets to the lush, fog-covered tropical landscapes. And there's an economy of scale to the storytelling and editing that moves quickly and is entertaining for its running time.

There's a lot to like here - and Dillon seems a remarkably assured and ambitious director. City of Ghosts, though a bit rough around the edges and at times underdeveloped (McElhone's love interest barely registers), is a complex mystery that's exceedingly well-told and acted.