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Michael Caine runs confidence games. He's so long-con that he he lives on a magnificent estate on the Riviera and has the local police chief on retainer. Steve Martin scams women out of a hundred francs in railway carriages. When Martin discovers what a pro Caine is, he blackmails him into teaching him the craft. Caine keeps trying to get rid of him, and they settle on Glenne Headley as the bet.

There aren't many remakes that are better than the original. There's a tendency to remake hits, and mechanically apply the techniques. In truth, great movies come along at great moments, and once that moment is gone, it's impossible to replicate it. Perhaps The Maltese Falcon is the best example of a remake that's better than the original. Whatever you may think of the two earlier versions -- and there's no doubt they have their strengths -- John Huston's first movie, Bogart's film that turned him into a true star, Mary Astor in one of her best roles, and Sidney Greenstreet in his screen debut, offer the audience something that had never been seen before Like first love, you can imitate it, but never recapture it.

Remakes of failures. are another matter. There's no need to recapture lightning in a bottle. Just get it right. The first version of this movie, BEDTIME STORY, has a big problem: Marlon Brando has no comedy chops. It also has an issue with the lingering effects of thirty years of the Production Code weighing on what is essentially a pre-code movie.

This movie suffers no such issues, and director Frank Oz lets his two stars drag their scams into peribathos. Caine makes a fine, impatient straight man to Martin's shenanigans -- although Dana Ivey, as one of their marks, gets some wonderful reaction shots -- and Miss Headley gives a wonderful two-toned performance. Some of the gags may be drawn out past the viewer's patience, but this is a wonderful comedy.