No matter what it tries, it rarely succeeds. Best described as a comedic tragedy, the movie ladles on lots of attempted humor. It is the sort of movie that has one person -- in our audience it was the same one person -- laughing loudly and frequently, as the rest of the viewers watch stoically.

The story concerns the awkward friendship between a depressed, homophobic, stroke-victim, Walt Koontz (Robert De Niro), and an unhappy transvestite, Rusty Zimmerman (Philip Seymour Hoffman), who wants to be a woman as soon as he can get the money. Besides the tens of thousands of dollars for the sex change operation itself, he also requires $28,000 for "extensive psychological testing" before the operation.

"I'm lonely; I'm ugly; I'm a drag queen," Rusty concisely summarizes his view of his life. Although he tries to act tough ("I left sensitivity back in the sand pile"), he lets himself get pushed around. Walt begrudgingly comes to Rusty to get singing lessons as a form of speech therapy. De Niro, turning in one of his most uninteresting performances ever, accurately portrays the speech patterns of his character but forgets to give him any life. The entire movie features labored acting whose presentation has the dullness of an old knife.

Although Daniel Orlandi's costumes are colorful, Declan Quinn destroys their effect with his grim and ugly cinematography -- more of the film's tonal problems. Schumacher, who also gave us the abysmal BATMAN & ROBIN, can't seem to make up his mind whether he wants to make LA CAGE AUX FOLLES or SEVEN. Whenever he throws in something fun, like the contrast between the conservatively-suited gay Republicans and the flamboyant cross-dressers, Schumacher feels compelled to destroy the moment. Rather that just enjoy the visual delights of the situation, he writes Rusty a diatribe against all Republicans, even gay ones.

There are also subplots about the search for a mobster's missing money and about Walt's search for unpaid female companionship. None of this makes any difference because Schumacher's narrative, or lack thereof, can't sustain the viewer's interest. There is no genuine chemistry between the two leads, and the movie never comes close to jelling.

FLAWLESS runs 1:50. It is rated R for pervasive language and strong violence and would be acceptable for older teenagers.