"BLACKTHORN" IS a sequel of sorts of "Butch Cassidy and the Sundance Kid," but it's not a good time at the movies, like the original.

"Blackthorn" takes the buddy movie outlaw mythology and glamour of the Newman-Redford classic and guts it like a fish.

In its place is a bleak, violent, revisionist neo-"western" (shot in Bolivia), where an aged and fugitive Butch (Sam Shepard), now old and alone, thinks of making one last trip to the States.

Wait . . . didn't Cassidy die at the hands of the Bolivian army? Not so, says "Blackthorn" - its premise is that Butch and Sundance managed to stage their own deaths, and live for a time beyond the reach of the Pinkerton (Stephen Rea) who continued to pursue them south of the border.

"Blackthorn" flashes back to this backstory from time to time, then forward to the elderly Butch, now a horse rancher with an Andean girlfriend and, after awhile, a new "partner" - Eduardo Noriega, himself a fugitive from mining interests whose money he's stolen.

Taken on its own terms, "Blackthorn" is not half bad. It's really a gorgeous movie, beautifully shot in remote reaches of the Andes, and there's something poignant about craggy-faced old Sam, wearing his character's legend like a moth-eaten coat.

It's strange, though, that "Blackthorn" wants to throttle the memory of the original (Sundance has a revised demise, and it's ghastly), while at the same time exploiting it - the chase-driven narrative is a knowing echo of the "who are those guys" section of the original.

And there's something suspiciously modern about the "Blackthorn" Butch, with his interest in communal natural resource ownership, the economic prospects of indigenous peoples.

The Butch we know ("don't ever hit your mother with a shovel, it will leave a dull impression in her mind") had a bit more larceny in his heart.