We are told that the story is set in "the very early 1980s," and, although it is being marketed as a nostalgic disco movie, the story really has little to do with discos or dancing. The movie is a talkfest that uses the disco scene and the period merely as a backdrop.

The large ensemble cast is head by a pair of female buddies, Charlotte Pingress and Alice Kinnon, who are entry level book publishers during the day and disco devotees at night. In the tightly controlled world of disco, the doorman has gatekeeper powers that St. Peter would envy, these women are among the elite group regularly granted admission, albeit more to hang out than to dance. And when they do make it onto the floor, they have the more dancing with each other. Forget those guys and their hang-ups.

As filmed by John Thomas, the harsh strobes of the darkly lit disco contrast strikingly with the warm sunshine flowing into their office windows during the day. Their disco has no romantic John Travolta-style dancing. (In fact one scene is devoted to mocking SATURDAY NIGHT FEVER.) The dancers are made into quasi-buffoons in their outlandish outfits, the best being a group dressed as characters from the Wizard of Oz but with masks full of long scowls.

As the bossy Charlotte, Kate Beckinsale from SHOOTING FISH gives a winning performance. She alternates between politely insulting and instructing the meek Alice, played without much personality by Chloe Sevigny from PALMETTO. After learning from Charlotte that the constant use of the word "sexy" is a turn-on to men, Alice tries it out on her new date, Tom Platt (Robert Sean Leonard). Since she knows he collects first edition Scrooge McDuck comics, she tells him with as much conviction as she can muster that "there's something sexy about Scrooge McDuck." He proceeds to write her off as a nut case.

The film comes alive with its wonderfully complex, intellectual humor that is so dense and fast-paced that it might take several viewings to catch it all. One long scene has the group deconstructing the meaning of LADY AND THE TRAMP, contemplating the various dogs' psychological motivations and envisioning possible epilogues.

Des McGrath, played with paranoid verve by Christopher Eigeman from METROPOLITAN and BARCELONA, likes to relate the story of how he was traumatized by a pair of large female breasts in college and of how women do not realize "how nuanced" men's feelings are about breasts - it's more than just sexual.

The group also ponders the meanings of various lines of Shakespeare. "To thine own self be true" can become bad advice if your "self" isn't all that great in the first place.

Charlotte, whose mouth always runs several steps ahead of her brain, argues that having VD is actually a gift, since you get to reestablish contacts with all of your old sexual partners. Besides, it could be worse since VD is easily treatable, unlike herpes.

Much of their logic has an Escher quality, nicely twisting back on itself. One couple, for example, has agreed on a trial separation but have been caught cheating by seeing each other on the sly.

And then there is Des, who claims he's gay because two days ago he saw this guy on the "Wild Kingdom" TV show who caused him to realize his true sexual orientation. The women take this as a convoluted putdown, but he swears he's serious. Des, who turns out to be the most interesting character of all, is full of reflections on life. "Our bodies are not really designed for group social life," he observes when their little party breaks up into couples going off for sex. "We're really designed for pairing off." Des admits to being an habitual drug user, but certainly not an addict, which he is. "Do you think the neurological effects of caffeine are similar to those of cocaine?" he asks Alice during a brief bout of sobriety. Before she can answer, he throws his face into a large cup of coffee.

Just the opposite of the ultra-confident entrepreneurs of the 90s, these 80s yuppies are depressed and fearful. "A lot of people won't take no for an answer," a diffident, would-be boyfriend, Josh Neff (Matthew Keeslar from WAITING FOR GUFFMAN), tells Alice. "I wanted you to know that I'm not one of them. I can be discouraged."