On paper, it's a television series that offers a bit of everything -- sophistication, unusual story lines and clever dialogue.

So what's wrong with "Moonlighting"? Its sophistication is spurious, its storylines stumble into potholes of would-be wit, and it never stops talking, talking, talking.

Underlying all of this is an apparent attempt to make the show one on-going in-joke for its audience, a show that continually pokes the viewer in the ribs and says, "Hey, did you get that?"

"Moonlighting's" two leading characters, Maddie Hayes (Cybill Shepherd) and David Addison (Bruce Willis), operate a failing detective agency in Los Angeles. She's a former model, he's a wise-cracking semi-street punk, and the only thing they have in common is their creators' apparent origin in either the "Saturday Night Live" or "David Letterman Show" sensibility. The hallmark of that sensibility is its desire to cater to the smugness of viewers who feel superior simply because they are able to step back, point and recognize conventions, cliches, trends and, most important, shared cultural allusions.

Freely borrowing from old movies, "Moonlighting" seems to belong to the comic romantic detective genre of the "Thin Man" series with Myrna Loy and William Powell. David and Maddie are quick-witted, self-assured and very, very articulate.

But "Moonlighting" also emerges from the Bogart-Bacall or Lombard-Gable tradition with its strong undercurrent of sexual tension between the unmarried man and woman. Maddie is cool and elegant and aloof, while David is hot and bothered and persistent. They fight like crazy, but it's made clear that great attraction lurks beneath the endless bickering.

Along with the traditional roots, the series is very contemporary in its frankness, although that too is couched slyly. "What a climax!" David comments when he and Maddie come to an identical conclusion about a case. "At the same time!" Maddie responds. "Should we share a cigarette?" David asks.

The erotic undertone is central to "Moonlighting," and it's troublesome, since neither character seems particularly appealing. Although Shepherd is a very attractive woman, she is painfully bland, while Willis is a curious hybrid: A mix of Bill Murray's insidious smirking and Robin Williams' incessant noisiness. A Johnny-One-Note, he mimics, he sings, he chatters away without coming up for air.

And he is coarse. To indicate how promises are made to be broken, he says, "Promises are what you say at night to someone you'll never see again so you can get the good stuff."

But "Moonlighting's" major problem is the endless banter between David and Maddie. There's lots of dialogue, tons of dialogue, full of merry quips and jolly put-downs. The scripts are reported to run to 100 pages or more because of the excessive talk, a source of praise to the show's admirers who invariably describe it as "literate." One-hour TV scripts are usually about 60 pages in length. There's nothing wrong with dialogue if it advances the story or is truly witty. The difficulty here is that the dialogue calls attention to itself, is monotonous in its rhythms, and often sounds like a reading from Winnie the Pooh or a Dr. Seuss storybook, complete with cutesy rhymes. A sample:

David: We're looking for a man with a mole on his nose.

Maitre d': A mole on his nose?

Maddie: A mole on his nose.

Maitre d': What kind of clothes?

David: What kind of clothes do you suppose would be worn by a man with a mole on his nose? Did I happen to mention, and I now do disclose, that this man we are seeking with a mole on his nose -- I'm not sure of his clothes or anything else, except that he's Chinese, a big clue by itself.

Admittedly, this unusual exchange might be charming once. As a regular feature, the reiterated cuteness quickly loses its freshness. "Moonlighting" is one of those shows where one viewer at least would be grateful if they just cut to the chase.

Heavy-handed levity is also built into the very story line, with nearly every episode conceived as some form of spoof: Keystone comedy, gallows humor, on occasion melodrama. Sometimes all three. There's usually a surprise twist, a madcap chase and a sprinkling of slapstick. And there's an endless straining for wit. Here are some sample story titles: "Gunfight at the So-So Corral," "The Dream Sequence Always Rings Twice" (to show it's a take-off of a '40s film-noir, it's partially shot in black and white, get it?), and "The Bride of Tupperman" (a "Bride of Frankenstein" descendant). Familiar images, music and themes from "Laura," "Rebecca" and "Psycho," among many other movies, pop up on "Moonlighting" episodes.

But old movies are not the show's only reference points. TV comes in for its share. In this season's final show a con woman (Whoopi Goldberg) inadvertently foils an assassination attempt. The entire sequence was projected in stop-frame motion, disturbingly reminiscent of the TV clips of the John Kennedy and Robert Kennedy assassinations. These tasteless allusions were irrelevently brought in because the intended victim in the story was a politician.

Indeed, on "Moonlighting" the story is rarely the real point, except in its embodiment of spoofable styles or shared jokes that set off bells of recognition in the baby boomers' collective imagination. References to David Stockman, the Pope, Dr. Ruth Westheimer, Pia Zadora, shower massages and "Family Feud," along with a host of other contemporary allusions, are an integral part of "Moonlighting's" fabric.

The series reflects an obsessive need to call up associations of people, events or trends and demonstrate how faithfully it captures the flavor of something -- anything -- whether or not that which is being captured has any real bearing on the story. It's the standup comic's mentality -- the use of any pretext that will lead to a gag or a punch line.

Here's David, for example, examining a Rolodex belonging to a big-time CEO. He comes across the phone number of the President of the United States and predictably calls and gets through. The conversation that follows is a pointless aside: "Mr. President? This is David Addison. Just wanted to see how things were going. Need any help? . . . No, I never heard that one, the ticklish man and the woman doctor." (He cracks up.) "Oh, that's great. Can I use it? No, I understand . . . Classified information. Keep up the good work, Ron." A borsht-belt snippet, coming from nowhere and going nowhere.

As part of its unrelenting hipness, "Moonlighting" even steps back from itself and reminds the audience it's only a TV show after all. Says David to Maddie when a story seems particularly confused, "Don't blame me. Blame the writers." On another episode he tells his secretary, "You can't go home. You're in the next scene."

And on still another episode, he informs Maddie that they'd better solve their case quickly. "There's only 20 minutes left to the show." We know it. They know it. And now we all know it together. And isn't that cozy?