Besides the sex scene, set to Rickie Lee Jones singing, “It Must Be Love” (which means Al Pacino sings it later as he gleefully reminisces), Frankie and Johnny avoids revealing too much about the private tenderness between Pacino and romantic interest Michelle Pfeiffer. At one point, he says something to her as their first date is wrapping up, and it convinces her to invite him back to her apartment. We don’t get to hear it; we just watch Pacino gesticulate exuberantly as the music swells, and Pfeiffer just can’t resist him any longer.

Pfeiffer is a New York City waitress who’s had only bad relationships, some very, very bad and others still pretty bad. Pacino’s the new grill cook who focuses on her after discovering she’s Frankie to his Johnny, finding more and more coincidences to suggest they should be together. Pfeiffer remains unconvinced. The film covers their courtship—with detours—before examining whether or not they can actually function as a couple, what with Pacino being obnoxiously extroverted at times and Pfeiffer being guarded.

The film’s got its share of problems. First and foremost, the film presents anything but married with children as abnormal. To some degree, it works as an exaggeration of the societal expectations on Pfeiffer, who starts the film back home visiting and standing up as godmother at a christening, with mom K Callan passive-aggressively whining about not having grandchildren. But it’s still reductive, especially for unmarried, ostensibly lonely waitress Jane Morris. Though that characterization also indicates another problem—director Marshall only knows how to direct so much of the film. When it comes time for Pfeiffer and Pacino to capital A act in close-ups and have hard talks, Marshall gets uncomfortable and either hurries away to montage or throws in a joke.

The jokes aren’t bad—they often involve Nathan Lane, who’s fantastic as Pfeiffer’s neighbor and best friend. He’s gay and has just started dating Sean O’Bryan, something Pfeiffer finds out when she gets back from her visit home, meaning we never get to see Pfeiffer and Lane as friends without him in her life less. Another thing Marshall could’ve leaned in on more.

But for the third act, the only time the stage adaptation (Terrence McNally wrote the screenplay from his play) gets to be stagy, as Pacino and Pfeiffer hash it all out, Marshall runs away from both actors. After opening with Pfeiffer (and a quick clip of Pacino getting out), the film’s heavy on him for the first two acts. After all, Pacino’s got the additional getting-out-of-prison story arc and Pfeiffer’s entirely reactive to him. But in the third act, Pfeiffer’s got to shut down his bravado and charm and stake out the space for her performance. McNally’s script makes the room for Pfeiffer, Pacino arguably makes the room for Pfeiffer, but Marshall doesn’t know how to do it. He doesn’t force more Pacino into the scenes, and avoiding him too makes it weirder.

There’s also the odd issue the only thing cinematographer Dante Spinotti doesn’t shoot brilliantly is sunrise in the city. Spinotti’s exterior street scenes, day and night, are fantastic. His interior restaurant scenes are extraordinary; the talking heads scenes between Pfeiffer and Pacino are gorgeously lighted. But he’s too saccharine in the finish. It’s a disconnect, with Marshall’s unsureness compounding the problem.

But the film’s problems don’t surmount the careful, deliberate, marvelous performances. While Pacino’s bombastic and naturally draws attention, Pfeiffer’s observation of the world around her is even more transfixing. Pacino gets to showboat; Pfeiffer just gets to watch and process that showboating for herself (and the film). It’s an incredible narrative device: even though Pacino’s new to the restaurant and the cast, making him the natural perspective, the film actually uses Pfeiffer’s experience of his arrival. We get to know the cast not through Pacino meeting them (well, except Kate Nelligan, sort of), but in Pfeiffer watching it.

It’s a really nice move, and Marshall does pull it off well. Outside the finale, Marshall mostly knows how to direct to showcase his stars, and, given their excellent performances, it works out.

Nelligan’s another waitress at the restaurant who decides she’s going to hook up with Pacino if Pfeiffer doesn’t get her dibs in soon. Nelligan’s also part of the problematic “married or die” aspect (I mean, so’s Lane), but she gets the time and space to act through it. The supporting cast at the restaurant is all good and often lovable. Besides Morris, there’s restaurant owner Hector Elizondo, Glenn Plummer, and Fernando López. In addition, there are some charming regular customers, like Phil Leeds—another layer of the film is how Pfeiffer, Nelligan, and Morris act as de facto part-time caretakers for their aging customer base.

Frankie and Johnny takes place in a nicer than not world, but it’s all very textured thanks to McNally’s script and Marshall’s enthusiasm for supporting actors.

Pfeiffer and Pacino are the show, though. The film’s about them, specifically their performances; everything else is just there to support them. Well, except in the third act when Marshall needs to step up and doesn’t. They’re great. Problems, potholes, and hiccups aside, it’s a wonderful job from them both (Pfeiffer’s better, just saying).

Lovely Marvin Hamlisch score too.