After seeing this film, I think I understand why disco died. Everybody was so busy yapping that they simply forgot to dance. At least that's the way it seems in "The Last Days of Disco," Whit Stillman's entertaining film about a group of dreadful people. While the satire features a talented cast maneuvering through a perfunctory storyline and romantic subplots, the real star here is the English language. Stillman is intoxicated with words and the film overflows with urbane conversations. His characters talk about social manners. They talk about the politics of dating. They talk about group dynamics, the origins of environmentalism and Disney's role in reinforcing stereotypical male and female behavior. They talk and talk and talk until you want to scream "For the love of God, would you people just shut up and dance!?!"

With "Metropolitan" and "Barcelona," "The Last Days of Disco" completes a trilogy of Stillman films containing many of the same characters. Set against the world of disco in the early 80's, the production focuses on a handful of horrible young adults. Alice (Chloe Sevigny) and Charlotte (Kate Beckinsale) are co-workers at a publishing house. The pair spend their evenings at a glittery disco packed with extras dressed in colorful outfits. Doormen stand guard at the exclusive club, admitting only people with the "right" look and social status. The disco is the center of Alice and Charlotte's lives and they never venture to other nightclubs. Perhaps that's because this is the only disco on Earth that plays its music quietly enough to allow casual conversation.

Charlotte, the consummate bitch, spews an endless stream of offhand nasty remarks to her "friend." With a reassuring touch to the forearm, she tells Alice "In physical terms I'm cuter than you." In front of a group, she mulls over why Alice isn't drinking that evening, sorts it out, then cheerfully announces "Oh, I get it. It's because of that medication you're taking. You've got gonorrhea!" Later, she apologizes for her "compulsive honesty," while opining that getting VD can be a plus, because notifying your past partners is a great excuse to renew relations with old boyfriends.

Charlotte isn't the only gem in this tiara of humanity. There's junior club manager Des (Christopher Eigeman), who dumps girlfriends by "discovering" that he's gay (he explains that his moment of realization came when he noticed his unusual attraction to Marlon Perkin's assistant in "Wild Kingdom"), advertising executive Jimmy (MacKenzie Astin), who ferrets clients into the club by wearing Wizard of Oz costumes, and Tom (Robert Sean Leonard), an activist who theorizes that the modern environmental movement began when thousands of baby boomers were simultaneously traumatized by the death of Bambi's mother. And let's not forget Josh (Matthew Keeslar), a manic-depressive assistant DA who, when not furtively investigating the club's finances, waxes rhapsodic about the disco "movement" ("something this big and important will never really die," he says unconvincingly).

In-between conversations, they...wait, that's wrong, these people are never in-between conversations. DURING conversations, they date each other, break up and make up, and have periodic ugly confrontations with the outside world. Despite the almost total lack of action, the film is engaging and often funny. One of the highlights is a deep group discussion about Josh's deconstructionist theory that Disney's "Lady and the Tramp" was designed to "program women to adore jerks."

Unfortunately, the characters are so incredibly annoying that it becomes difficult to appreciate the humor, as the urge to belt these pretentious, self-absorbed idiots grows stronger and stronger. These are stagnant people. They accomplish nothing, they do nothing except dissect life's minutia while celebrating their own mediocrity. While their vapidity may be the core of Stillman's satire of the social mores of the period, it doesn't make it any easier to watch. Thank goodness for the "Love Train" sequence that ends the film. I won't spoil things by describing it here, but the scene is both funny and lyrical, breaking the inertia that weighs down the rest of the film. How odd that a movie set in a disco suffers from lack of movement.

In an ideal world, Whit Stillman would have got together with "Godzilla" creators Dean Devlin and Roland Emmerich and combined their character- deficient movie with his. By blending both films into one, they could have created a stunning fusion, an event film with brains. Think about it. A giant lizard attacks Manhattan during the disco days. While the military battles the creature, Whitman's characters wander the New York streets prattling endlessly, oblivious to everything except the sound of their own voices. Then, just before the final battle scene, Godzilla takes a surprise step and squishes the entire cast of "The Last Days of Disco." Now that would be a five star movie.