In his hip, seductive directorial debut, 2005’s iBrick/i, Rian Johnson took a traditional noir thriller concept and layered it with uncompromisingly stylized dialogue, terrific young actors and moody visuals.

While it may not have been perfect, it was an engrossing film that showcased the gifted Johnson and secured his filmmaking future.

Four years later, the writer/director has made a second film that tries to flip another genre on its head; iThe Brothers Bloom/i stars Adrien Brody (iThe Pianist/i, iKing Kong/i), Mark Ruffalo (iZodiac/i, i13 Going on 30/i), and Rachel Weisz (iThe Fountain/i, iThe Constant Gardener/i), and this time Johnson takes on the caper movie.

He certaintly does a fantastic job making his own mark, at least for the first two acts of the film: the characters are unique, the dialogue is savvy and the film, as a whole, is warm and inviting. Unfortunately by the movie’s third act, due to an overly long and unnecessarily complicated plot line, iThe Brothers Bloom/i winds up flat.

Brody and Ruffalo play two brothers, Bloom and Stephen, who have been pulling elaborate ruses to make a living since their foster home days as orphaned children. Stephen (Ruffalo) is the mastermind, dedicating his time to concocting dramatically exciting and personally fulfilling cons complete with revelations, explosions and romance.

Bloom (Brody) is the lead actor in his brother’s plots, living out the grandiose, globe-trotting adventures designed for him. The brothers’ relationship is one of the biggest strengths of the film; both Johnson’s script and the actors’ performances reflect their deep connection and love for each other.

In the beginning of the film, Bloom tells Stephen that he is tired of the con and desperately wants to live “an unwritten life” after decades of scripted realities. After a brief separation, Stephen convinces Bloom to pull one last con, one where “everyone gets what they want.”

Their target is New Jersey billionaire heiress Penelope Stamp (Weisz), an endlessly eccentric, beautiful woman who lives alone in her family’s tremendous mansion. She totals her yellow Lamborghini on what seems like a daily basis and she spends her free time teaching herself how to do anything she wants to learn until she can do it excellently.

She has no real concept of reality but is surprisingly grounded and wise, and Weisz makes her the most loveable, memorable character in the film. Her Penelope is so coyly charming, so innocently sexy, and so heartbreakingly subtle in her sadness that she wins us over from the moment we meet her.

With such an enchanting setup, the movie takes off and flies high for a while, delivering one entertaining, interesting scene after another.

Somewhere past the midpoint, however, Johnson’s tightly wound script begins to unravel as it tries our patience with unnecessary additions and twists to the plot. There is the random inclusion of a character named Diamond Dog, a shady man from the brothers’ past with scraggly hair and an eye patch. While Dog has an integral part in the finale, his presence in the film is unwanted and distracting. It waters down the dramatic effect of the ending, which, although predictable, would have been touching had it arrived fifteen minutes earlier.

It’s a shame that the last scenes slowly deflate the excitement that had been building for well over an hour, because it leaves a stale aftertaste that jeopardizes what we take away from the whole experience.

Thankfully, what came before it was good enough to stand on its own. While iThe Brothers Bloom/i isn’t the classic gem it could have been, it certainly has more going for it than many mainstream movies this summer.

iIn select cities May 22. In theatres everywhere May 29./i