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Elmore Leonard is unquestionably one of the finest crime and action writers of our time. In three dozen novels over 45 years, he has repeatedly given us characters and situations and shadings that felt so real it seemed he was merely recording them, not inventing them.

That's why "Be Cool," his follow-up to the highly successful "Get Shorty," is so disappointing, and annoying, and puzzling. Too many of these people, beginning with the once-cool Chili Palmer, say and do things worthy of freshman English, not the acknowledged master. Andat times, it almost seems Leonard is doing it on purpose. On the second page, Palmer says "I was against doing a sequel to begin with," and by the end, the obvious inference is that character was speaking for author.

In that opening scene, Palmer is lunching with longtime pal Tommy Athens, another former criminal who has gone legit -- or as legit as Leonard considers the entertainment business to be -- but this time it's music, not the movies. They're talking about "Get Leo," the movie that got made in "Get Shorty," and about "Get Lost," the movie sequel that we learn bombed after "Get Shorty" ended. Independent of each other, they have similar ideas for Palmer's next movie: It's "Get Leo" all over again, but set in the music business.

Chili gets up to go to the men's room, and just as he's returning, the well-known black sedan pulls up and Athens is blown to kingdom come. A friend of maybe 30 years has just been slain before his eyes, but as he's heading to the police station for questioning, Palmer's thinking of the scene that just happened, "starting to rewrite it in his mind, the guy playing Tommy no longer the lead. You can't have the star get popped ten minutes into the picture."

And that's how "Be Cool" unfolds, not as all-but-real renderings of people worth caring about, but as a series of test scenes for slick Chili's next movie.

Palmer was the first reason to love "Get Shorty": He was hard but smooth, a guy who worked the angles but didn't hurt anyone who didn't deserve it. This time, Leonard has left the likable patina, but has changed Palmer into a pontificating manipulator who creates circumstances to see how his "characters" will react, to see how his movie would go next. "So you have to know your characters, I mean intimately. . . . Once you know who they are, they let you know what the story is," he tells Athens before the hit.

It's hard to know which is more repulsive, a guy who callously pulls strings in the lives of people who trust him so he can study plot effect, or a guy who goes around spouting lines like that.

If "Be Cool" becomes a movie, it could provide fodder for film-school study, but in the don't-do-this category. There is the helpful cop cliche, for example: Darryl Holmes, the detective assigned to the slaying, starts with Palmer as a suspect, but quickly becomes his inside man, calling him whenever there's a development, taking him on stakeouts, disturbing a crime scene because Palmer really wants him to.

But it's not totally unbelievable: When it is evident that Palmer manipulated some murderous gangsta rappers into a shootout with some murderous Russian mobsters, and when Palmer unrepentently sasses Holmes about it, at least Holmes raises an eyebrow before handing over more confidential police information.

Thank goodness, "Be Cool" has at least flashes of the Leonard we love, particularly in some of his observations from inside the music business. We learn all we need to about Derek Stones, a minor rocker, when Chili says, "All you'll get out of Derek is a better understanding of Beavis and Butt-head." And Leonard riffs amusingly on what to call what we hear on the radio: One group is described as doing "sort of a low-fi indie pop, just left of alternative center."

Though the film -- oops, book -- is set entirely on the West Coast, it has a couple of Massachusetts ties. Linda Moon, the band at the center of Palmer's move into record producing, is based on the Stone Coyotes, a Greenfield, Mass., band that Leonard saw one night in LA.

Even more juicy is an encounter between Linda Moon and Aerosmith. Tyler, Perry, et al., have actual speaking parts, apparently an outgrowth of a friendship struck when they met up with Leonard on the road in Detroit. The no-longer-Bad Boys recall the days of destroying hotel rooms with chainsaws, and advise Linda not to "turn over your power to managers." That and "don't let them take the fun out of it" are certainly allusions to their falling out with ex-manager Tim Collins.

Alas, these points of interest are lost in this sea of contrivance, and they didn't have to be. Early on, Palmer tells Linda, "A sequel has to be better'n the original or it's not gonna work" -- proving Leonard knew it all along, and could have spared us.