There's nothing slipshod in "Down and Out in Beverly Hills"; Paul Mazursky makes polished, carefully crafted movies, and he's got a real touch with actors (here, a brilliant comeback by Richard Dreyfuss). Mazursky has been one of Hollywood's sharpest satirists since "Bob and Carol and Ted and Alice," and in "Down and Out," he returns to that terrain. But his very facility for satire seems to scare him, and when he loses it, "Down and Out" grows cottony and diffuse.

The movie begins auspiciously. Dave Whiteman (Dreyfuss), a zillionaire hanger manufacturer, lives in pastel opulence, but somehow, he's lost his way. It's Thanksgiving, but Dave finds himself in a family of strangers: His wife Barbara (Bette Midler), a self-help freak, has invited her guru; his daughter Jenny (Tracy Nelson) is a flighty anorexic; and his son Max (Evan Richards) hounds him with a video camera. Amid the plenty, Dave admits to feelings of guilt; amid his friends and family, he looks nervous and lost.

Enter Jerry (Nick Nolte), a hobo whose dog has deserted him; in despair, he loads his pockets with stones from Dave's garden and jumps into the backyard pool. Dave saves him, and pretty soon Jerry sets about saving Dave's family of neurotics, from Mom to daughter to son to the sultry maid Carmen (Elizabeth Pen a) to the dog Matisse (Mike).

The movie, in other words, makes a radical shift in focus. What starts out as a kind of buddy picture about Dave and Jerry, in which the subsidiary characters are clever props to Dave's torment, becomes a series of vignettes about the props. And it doesn't help that these characters, particularly braying, sashaying Bette Midler, are content with their caricatures.

The only link among the subplots is Jerry, and fatally for the story, we never get to know him -- he's obviously some kind of shaman, but we never have the slightest idea of what he thinks of his own shamanism. And while Nolte plays the bum in intricate, true-to-life detail -- he's got a walk like a building falling down -- he never adds the interiority that Mazursky and his cowriter, Leon Capetanos, haven't included, either.

If "Down and Out" gets dewy-eyed, though, it starts out sharp. The first half of the movie is chockablock with invention and bits of business; when we see people through the son's video camera, for example, ironic distance is built in. The video camera has a way of deflating everything, and Mazursky uses it masterfully -- it's as if the frame includes its own reaction shot. The canine Mike, a spooky-faced mutt with one blue eye, one brown, and a preternatural ability to do everything humans do, transcends the usual doggie reaction -- he actually becomes a character in the story.

Mazursky is again teamed up with cinematographer Donald McAlpine and production designer Pato Guzman, who have painted "Down and Out" in deliciously rich colors; at the beginning, McAlpine's sumptuously slow tracking shots make it seem as if the camera itself walks tiptoe in wonderment. And as in "Moscow on the Hudson," Mazursky works ingeniously with music. Composer Andy Summers (of the Police) contributes a minor-key violin theme that provides the movie with a poignant undercurrent; and Mazursky has a gift for weaving in popular songs by Little Richard, the Talking Heads and others as a comic counterpoint.

What holds "Down and Out" together is Dreyfuss, a growling, chubby-faced actor with quivering blue eyes, who has had his trouble in recent years, but seems to be putting it to use -- he takes the otherwise cliche'd role of the put-upon millionaire and digs out the depths of pain beneath it. His flipper-like gestures are a little too frantic, his scatter-gun laugh a little too loud -- despite the Rolls and the mansion and the cellular phone, he's still the kid on the edge of a schoolyard gang insisting "me, too." At one point, Dave is pulled over by cops, and the scene is written for bluster; but Dreyfuss delicately flips the emotion by throwing his hands in the air, in a "Don't shoot" pose -- the world frightens him.

When the focus shifts from Whiteman to the rest of his family, the movie loses this mooring, and much of its inventiveness as well; as Jerry goes from neurotic to neurotic, his prowess turns out to be mostly sexual. Ho hum.

By the time of its climax -- a big production number involving a partyful of guests in a swimming pool, rock 'n' roll, a helicopter and fireworks -- "Down and Out" disintegrates. Mazursky is a satirist manque', who concludes his satire with a charitable pullback -- for better and worse, he doesn't have a killer instinct. He's suspicious of fads (one of the movie's funniest sequences is a lampoon of a dog psychiatrist), but he also embraces them as a peculiarly American form of idealism. And it's in that moment of embrace, when all the crackpots surrounding Dave Whiteman become seekers just like him, that the movie becomes less about Whiteman than Mazursky, and fades away.

Down and Out in Beverly Hills is rated R, and contains profanity and sexual situations.