There are lots of good pieces in "Under-Cover Man" - solid cast, good plot, sections of good dialogue. But the directing and editing keep this from rising to the level it could have achieved. The cops are stymied by a series of Financial District thefts, and Inspector Conklin (David Landau) is particularly frustrated when murder becomes part of the M.O. Nick Darrow (George Raft), the son of one of the victims, is a petty criminal but asks the cops if he can go undercover to break up the gang and find the killer. He enlists help from Lora (Nancy Carroll), the sister of another victim, to con the conmen and get inside. It's a good story with complicated sidebars. There is a sensuous underbelly to some of the proceedings, and a consistent feeling of danger. The end is a bit abrupt, but that's OK. Raft is excellent as Nick a.k.a. Ollie Snell, playing cool with the criminals while letting the audience know his anxiety. Carroll fared best in romantic comedies, but she's suitable here. Noel Francis is quite good as an easy dame putting the moves on Nick. Gregory Patoff and Lew Cody are hatably smarmy as the ringleaders. And always watch out for Roscoe Karns. Problem is, James Flood was never a good director. He had a good eye for angles - and that comes through here - but seemed to know nothing about pacing a scene or shooting dialogue. Actors are left to meander through wordy sections, and there's no crisp editing to clean it up. In the end, a film that could have been a stand out is simply cosi-cosi.