STARRING: Sylvester Stallone, Burt Reynolds, Kip Pardue, Estella Warren and Gina Gershon

A speedy, superficial film about Formula One racing packed with has-beens and wannabes, "Driven" is the latest from director Renny Harlin. For Sylvester Stallone, teaming up with Harlin — the director of his last big hit, 1993’s "Cliffhanger" — probably seemed like a smart step down the comeback trail. But Harlin’s track record is spotty at best. For every entertaining film he’s helmed ("Deep Blue Sea"), there’s a noxious stinker not far behind ("Cutthroat Island"). "Driven" is stalled somewhere between the two extremes.

The movie’s story is slight and basically a frame on which to hang racing sequences. Washed-up driver Joe Tanto (Sylvester Stallone) is brought out of retirement to mentor rising star Jimmy Bly (Kip Pardue from "Remember the Titans") on and off the track. The kid’s got talent, but is lacking the confidence to handle the pressures of big-time racing.

After a while you just want to give Kip Pardue a hug and a glass of warm milk.

Character development in this flick is slim. We know Joe has fallen from grace because everyone in the movie tells us so. The audience is supposed to accept his hardships at face value when it would have been a lot more interesting to see him mess up, learn from his mistakes and find redemption. But in a movie about auto racing, I’m guessing no one wanted to waste time on pesky human drama. Stallone wrote the script and I assume that Tanto’s wasted potential is supposed to mirror his own checkered career.

The cast takes a back seat (pun fully intended) to the racing scenes, but Stallone does deliver the best performance in the film. I give him props for trying something new. He must realize that audiences have grown weary of his testosterone jockey shtick. Sly’s latest character will never be confused with King Lear, but it’s got more depth than most of his work.

As Tanto’s protégé, Pardue spends the majority of the film whining about how hard it is to be number one. While it’s refreshing to see the "young turk" in a movie not portrayed as cocky and reckless, Pardue should cheer up. After awhile you just want to give him a hug and a glass of warm milk.

Estella Warren delivers her lines with all the enthusiasm of a cashier at Taco Bell.

Meanwhile, Gina Gershon plays Tanto’s ex-wife like she’s got the Elizabeth Taylor role in a trailer park production of "Who’s Afraid of Virginia Woolf." And Burt Reynolds is probably still picking splinters out of his teeth from chewing so much scenery as Tanto’s wheelchair bound boss. Rounding out this rather flat cast is supermodel Estella Warren in her acting debut as Bly’s love interest. She, Pardue and Til Schweiger ("The Replacement Killers") make up the limpest romantic triangle in recent memory.

While we’re on the subject of supermodels, what’s the big deal? Why are they so super? It’s not like they wear costumes and fight crime. They walk up and down runways and appear in magazine ads. Their special powers are looking good. There’s nothing super about Estella’s work in "Driven." I admit that she’s a smokin’ hottie, but the girl delivers her lines with all the enthusiasm of a cashier at Taco Bell. Let’s hope she speaks less in her next role as a slave girl in Tim Burton’s "re-envisioning" of "Planet of the Apes."

For pure kinetic thrills, however, "Driven" takes the pole position. Harlin puts the audience right in the middle of the action. You can almost smell the burning rubber. These moments are the best in the film, which is probably a good thing since the flick is called "Driven." One of the high points is an amazing high-speed chase with the racecars running balls out on the city streets of Chicago. It’s just too bad that there’s no logic beyond the scene. It’s like Harlin put it in just because it looked cool. If you’re okay with that reasoning, then you’ll really enjoy this movie.

Driven is a speedy, superficial film packed with has-beens and wannabes.

Harlin’s approach is not only superficial, it’s salacious. He indulges in several montages of pre-race activity, which seems to serve as an excuse to scam on hot chicks. Every sequence consists of endless shots of big-breasted sweeties in skimpy outfits. I’m not complaining about his choice of scenery, but Harlin’s about as subtle as a dog in heat. He’s even got a shot of a woman deep-throating an incredibly phallic piece of snack food. Oh Renny, it’s been a long time since you and Geena Davis split up, hasn’t it?

Despite its occasionally lascivious cinematography, "Driven" is an efficient time-waster and an adequate entry in the "fast cars, hot babes" genre. Everyone involved at least seems to know that they’re making a piece of fluff. The movie doesn’t smack of the self-importance that crippled Tom Cruise’s "Days of Thunder." In that Tony Scott-directed NASCAR opus, Cruise and his co-stars acted like driving around in a circle really fast was an achievement of godly proportions. Harlin seems to have no such pretensions. He just wants to meet girls. Maybe the next time he gets lonely, Harlin should just join a singles group or something.