"High Crimes" is the second straight movie thriller to waste the acting gifts of Ashley Judd and Morgan Freeman. The co-stars are two of the very best of the current upper echelon film leads - Judd with her easy-simmering country beauty and grit, Freeman with his warm, wily air of a slightly funky, streetwise paterfamilias. But though "Crimes" is better in almost every way than the sordid but popular "Kiss the Girls," it's still a disappointment: a well-mounted and well-acted suspense movie that, thanks to its illogical script, falls off a cliff midway through.

"High Crimes" is directed by Carl Franklin and based on a George Finder novel. If you walked out after an hour, you might leave believing it was a good John Grisham-style legal thriller with undertones of "Erin Brockovich": a classy, crisply paced court-martial melodrama with very smooth direction, good parts for Freeman and Judd, eye-catching San Francisco settings and a tricky, absorbing plot. But the last half-hour of this film is a letdown. Plausibility disconnects; the payoff misfires. The surprise ending is actually annoying.

Judd plays a very common current movie type, the stunningly successful yuppie movie attorney who's about to get a reality call. Here, she's defense ace Claire Kubik, whose life is torpedoed when the FBI arrests her husband Tom (Jim Caviezel), and she chooses to defend him, in military court, from charges that he's a fugitive killer. After a rough arrest, Clare discovers that Tom is really named Ron Chapman and that the Army - spearheaded by the notably nasty Maj. Hernandez (Juan Carlos Hernandez) and his intimidating boss, Brig. Gen. Marks (Bruce Davison) - is accusing him of perpetrating a massacre in El Salvador over a decade ago. In the interim, Tom/Ron went AWOL and then met and married Claire.

Fiercely loyal and dubious about the seemingly callow young Army trial lawyer, Lt. Embry (Adam Scott), supplied by the court-martial, Claire seeks out a co-counsel with military experience. She gets Charlie Grimes (Morgan Freeman), an alcoholic and AA member whose rebellious spirit got him chucked from the Marines. The three, aided by Claire's flaky sister Jackie (Amanda Peet, in her Bohemian mode), go up against formidable odds: the bully Fernandez, the all-powerful Marks, the top-gun prosecutor Maj. Waldron (Michael Gaston) and a military courtroom run by a judge who disallows her most convincing evidence.

"High Crimes" starts up well and rolls along tensely and smoothly to a string of surprises, some sprung in court and some outside, that will remain classified information for any movie review. But, secret or not, most of these twists strain suspended disbelief to the snapping point. The problems begin when Claire and Charlie are driven off the road and nearly killed by mysterious assailants, but they keep mounting until the very last surprise, by which time the movie has long since left logic and drama in the dust. There is also something profoundly unsatisfactory - both intellectually and emotionally - about the film's penultimate scene.

Carl Franklin's "Devil in a Blue Dress" and "One False Move" are two of the best movie mysteries of recent years, wonderfully acted and directed, ingeniously plotted and constructed, equally riveting as detective stories or human drama. For a while, "High Crimes" seems just as good. You couldn't find better attorney leads than Judd and Freeman. Freeman, an actor on the Spencer Tracy-Gene Hackman level, is especially fine at conveying Charlie's alcoholism, his worn persona and his torment and joy when he falls off the wagon. "High Crimes" also sets up an absorbing nightmare, suggesting that there's a malevolent side to some military higher-ups, and that they can, possibly, lie and kill with impunity.

In the aftermath of September 11, some studios worried about public reaction to movies involving terrorists and New York City. But the reaction to movies like "High Crimes" - conspiracy thrillers that cast a critical eye on the American government and military - may be more of a test. Will the public be queasier about thrillers that expose corruption and question institutions?

That's why "High Crimes" is an interesting socio-political test case. But that doesn't make up for its implausibility and flawed storytelling. The movie is lucky to have Franklin, Judd and Freeman as its advocates.

2 1/2 stars
"High Crimes"
Directed by Carl Franklin; written by Yuri Zeltser, Cary Bickley, based on the novel by Joseph Finder; photographed by Theo Van de Sande; edited by Carole Kravetz-Aykanian; production designed by Paul Peters; music by Graeme Revell; produced by Arnon Milchan, Janet Yang, Jesse B'Franklin. A 20th Century Fox/Regency Enterprises release; opens Friday, April 5. Running time: 1:55. MPAA rating: PG-13 (violence, language, sexual content).
Claire Grimaldi Kubik - Ashley Judd
Charlie Grimes - Morgan Freeman
Tom Kubik - Jim Caviezel
Lt. Embry - Adam Scott
Jackie Grimaldi - Amanda Peet Brig. Gen. Marks - Bruce Davison

Michael Wilmington is the Chicago Tribune movie critic.