The pairing of two veteran actors the caliber of Jack Nicholson and Morgan Freeman, but whose styles, temperaments and performances are as a different as night and day (but for being stellar), can prove to be either a match made in heaven or a disaster waiting to happen. Personally, I was leaning more towards the latter than the former but under the guiding eye of Rob Reiner and the witty, heartfelt repartee and chemistry between Nicholson and Freeman, THE BUCKET LIST is filled with emotion, joy and warmth, despite some shortcomings with dialogue and character development. It is due strictly the camaraderie and talents of Nicholson and Freeman that the best parts of life and death are elicited and welcomed.

Edward Cole and Carter Chambers may be medically and chronologically in the twilight of their lives, but emotionally and intellectually they have all the vim, vigor and imagination of newborn colts. Edward is as obnoxious and demanding as the day is long; and he has cancer. Throwing the weight of his wealth around, he has the best doctor money can buy and a personal assistant that gives new meaning to the phrases brown-nosing and kiss-ass. And did I mention that Edward owns the hospital? Carter, on the other hand, is a hard working blue collar mechanic who has spent his life laboring and living paycheck to paycheck supporting his family. He also suffers from cancer. Unlike Edward, he doesn’t have the money to buy the best doctor and medical care and is thus forced to accept care from a physician who is not quite the brightest bulb in the box and whose potentially negligent care may prove a boon for a good medical malpractice attorney. And wouldn’t you know it, thanks to his own policy of "equal care for all", Edward finds himself in his own hospital with none other than Carter as his roomie.

Edward and Carter are, at first blush, as different as well, Nicholson and Freeman. But are they? Carter’s intellect belies his self-description as a "mere mechanic." Once yearning to be a history professor, he had to give up on his dream, to care for his family. Edward on the other hand, has everything money can buy except the love and comfort of a family. Married four times and estranged from his only daughter, he is a lonely man who is beginning to realize that curling up with millions of dollars in bed doesn’t necessarily keep one warm at night.

Confined to the hospital and their painful cancer treatments, there is little for each to do except talk, play cards and get to know each other. Compare notes. Gossip like girlfriends. And reassess what each has done with their life, what each has missed. Facing your mortality has a funny way of making one take a good hard look at their life with all of your mistakes, regrets and successes. And wouldn’t you know it? They have more in common than either would care to admit. So much so that Edward gets an inspired idea.

When both are given the same ultimate prognosis of only another six months to live and to get their affairs in order (and isn’t it ironic that neither wealth nor poverty came into play with the ultimate diagnoses and care received), Edward convinces Carter that the time has come for Carter to live for himself and not for others - particularly after he sees a list of "to do’s" written by Carter which represent things he wishes he had done in his life. Forget about work. Forget about scrimping and saving and paying the bills. Take a page from Edward’s play book. Live hard, live big and live for yourself. Taking the bull by the horns, Edward expands on Carter’s to do list and creates "the bucket list" - things to do before they kick the bucket. And what a list! Blending reality and fantasy, the more outlandish and more outrageous, the better. And thanks to Edward’s money, (and Carter’s wife being more than a little perturbed with his new outlook and his impending passing) it looks like the two of them may be checking some of those things off post haste. With everything from camel rides in Giza to see the pyramids, to visiting the Great Wall of China and the Taj Mahal to tandem skydiving and Paul Newmanesque race car driving, and of course enjoying fine wines and food in the South of France, the two embark on the ultimate buddy adventure to end all buddy adventures.

What can I possibly say about Jack Nicholson and Morgan Freeman. They are impeccable in spite of or despite some limited writing by screenwriter Justin Zachman. Although I would have preferred some more reflective and sage moments given his natural propensity for same, Morgan Freeman provides an interesting character study as Carter Chambers. His stoicism and almost noble demeanor befits Carter and tugs at the heartstrings. Nicholson, of course, is Nicholson and brings his own unparalleled, unbridled enthusiasm and lust for life to Edward Cole. However, and I surprise myself to even say this, he seems to be a bit toned down in a role that screams for even more flamboyant vulgarity for life! Sean Hayes as Cole’s assistant Thomas, while enjoyable, so cries for traits of Jack McFarland that it is painful to watch at times. Hayes is such an enthusiastic and larger than life persona (much like Nicholson) that I think the film suffers by not capitalizing on it.

Justin Zachman, in what is really his first big league work, turns in an adequate script but one that lacks the depth that a storyline such as this mandates, not to mention a failure to tie up even obvious "loose ends". This is mortality. Life and death. Yet, there is little resolution or analysis of the internal conflicts these two men face at the end of the road. Don’t get me wrong. Some of the dialogue is hilarious (and I have to wonder was it ad-libbed or scripted) but much is vacuous and ill-fitting. The most successful endearing scenes are those in the hospital room which is what pulls you into the characters’ lives and puts them into our hearts.

I am surprised at the final product given Rob Reiner at the helm as director. While the hospital scenes are exceedingly well done, as are slapstick routines between Freeman and Nicholson, the visual effects around-the-world travelogue looks cheap and lacking in any production value, which is particularly distressing given the extraordinary caliber of cinematographer, John Schwartzman. However, Reiner’s strong suit is and always has been character study and to that end, his excellence reigns supreme with a confidence and non-manipulation that befits the story.

Despite its scripted shortcomings, THE BUCKET LIST is poignantly filled with heart, guaranteed to tug at your heartstrings and tear ducts as we each face our own mortality, hopefully with the same courage and joy as Edward and Carter.

Edward Cole - Jack Nicholson

Carter Chambers - Morgan Freeman

Directed by Rob Reiner. Written by Justin Zachman. Rated PG-13. (97 min)