"Dick Tracy" is "Batman" in a fedora -- a much-ballyhooed cartoon noir that's as skimpy on substance as it is burgeoning with jujube-colored, jutt-jawed style. It's wish-upon-a-star grotesque, a Brechtian landscape twinkling with Mickey Mouse decay.

Born in the heyday of gangsterism, the funny-paper crimefighter retrofits easily into these lawless times. He remains an Untouchable goody-goody, a detective as square as his packing-crate chin. But now Tracy is Warren Beatty pretty, a boyish man of honor with a vulnerable smile. Beatty directs with a pressurized zest, but in front of the camera he is ambivalence in action, from stick-'em-up stalwart to stiff to downright sissified.

But it doesn't much matter. Like "Batman," the picture becomes villain-driven, a rollicking showcase for Al Pacino, as a hulked-out mobster called Big Boy. Like a submachine gun in a cello case, the wiry Pacino is disguised in a humpbacked pin stripe and a pudding of latex makeup. Wild-eyed and jabbering, he is Scarface in baggy pants, a mustachioed goon given to bolstering his arguments with bogus aphorisms: "A man without a plan is not a man -- Nietzsche," he says. Along with Dustin Hoffman's Mumbles -- a lippy mobster with a speech impediment -- Pacino gleefully steals Beatty's thunder.

Big Boy becomes a wrinkle in Tracy's lemon-drop trench coat when he decides to organize crime in the legendary Dick's territory, peopled with a rogue's gallery of acne-pocked geeks (cartoonist Chester Gould apparently associated evil and skin disease). Pruneface, Flattop, Itchy, Ribs, the Rodent and other misshapen freaks are soon terrorizing the crowded metropolis. Tracy launches a crusade against the evildoers but is torn between his devotion to duty and his desire to marry Tess Trueheart (Glenne Headly) and adopt the orphaned Kid (Charlie Korsmo). Matters are further complicated with the entrance of Breathless Mahoney (Madonna), a tortured lounge Lizzie who could, if she only would, testify against Big Boy. Then Big Boy and Tracy are taken by surprise when a mutual adversary, known only as the Blank, begins to manipulate them both.

Crowded with conventional cop action and clattering with gunfire, the spare, color-coordinated scenes link up to tell the story like panels in comics. Too hurried for the building of either suspense or sympathy, the breakneck plotting makes for easy watching. Written by Jim Cash and Jack Epps Jr., "Dick Tracy" is blushing with Bacallisms, you-know-how-to-whistle patter for the platinum Madonna. Shimmering in black silk and moon glow, she slithers through a series of Stephen Sondheim tunes to the accompaniment of oily 88 Keys (Mandy Patinkin).

Breathless is Big Boy's woman, a victimized headliner at Club Ritz. She's as voluptuous as Jessica Rabbit, a seductress, but Tracy would no more play patty-cake with this dame than Sgt. Friday would forget to say "just the facts, ma'am." A satin moll, she favors gowns as cool and clingy as the condensation on a silver pitcher. She crawls up on Tracy's desk, rump up, as the venetians behind him let in slices of street light. "I know how you feel. You don't know whether you want to hit me or kiss me. I get a lot of that," she vamps.

Madonna never once has center stage to herself, as a flurry of plot developments cuts into her torchy renditions of Sondheim's vaguely Gershwinesque tunes. She never quite fulfills her blond ambition the way Michelle Pfeiffer did in "The Fabulous Baker Boys." Instead there's a visual glissando to develop the relationships of Tracy, Tess and Kid. A slush of ice cream moments and sitcom feeling, and Dick's familial instincts are inflamed. He becomes a Dickensian Mr. Mom, with a child thrust upon him a` la Diane Keaton in "Baby Boom."

The Kid is a cheap trick, a Disney tradition as cute and resourceful as the orphan kitty in "Oliver & Company." He seems as improbable as a film noir with an air conditioner instead of a ceiling fan. Then again, this is nouveau noir, a '90s caper in which the problems of homelessness and rampant crime can be overcome by niceness and paper tigers.

"Dick Tracy" is an ambitiously vainglorious effort, expensive, beautifully appointed, but at its core empty as a spent bullet. It asks us to read these comics without a grain of salt or a pinch of irony. Popping around in that floppy designer trench coat, Beatty looks more like the fashion police than a gangbuster. For that matter, he is the director as haberdasher in this color-coded clotheshorse of a movie.

Dick Tracy, at area theaters, is rated PG.