Gray Matters, which opens in theaters today, bears none of the hallmarks of the typical lesbian movie — the intense gazes, the acoustic guitar-laden soundtrack, the introspective walks on the beach, the kissing-in-the-rain scene, the overdosing artist. Instead, writer-producer-director Sue Kramer has made a lighthearted trifle of a lesbian film that is in many ways similar to the '40s movies that our gay heroine Gray loves so much.

There's lots of fun, fast dialogue; the main characters have old-fashioned dance numbers; the stars are beautiful; and no one dies in the end. That should be enough to make the movie great — and in the pantheon of bad lesbian movies, Gray ranks higher than most — but unfortunately, its convoluted structure, distracting side characters and emotionless pseudo-evolution never allow it to rise past polished mediocrity.

Gray (Heather Graham) is a New York City advertising copywriter who loves Ethiopian food, Truffaut and bantering with her brother, Sam (Thomas Cavanagh), the person to whom she's closest in the world. But when the single sibs pick up Charlie (Bridget Moynahan), a cute zoologist, in Central Park, things take a turn for the triangle. Both Gray and Sam fall for her, but Sam makes the first move: He proposes to Charlie, and the threesome heads to Las Vegas for the hasty nuptials.

The film gets gay after Gray and Charlie bond during a bachelorette party of sorts — in their hotel bathtub together while drinking champagne (as sisters-in-law will do, naturally). After a momentum-killing, drunken sing-along to "I Will Survive" onstage with Gloria Gaynor, the bombed pair makes out — right before Charlie passes out.

The kiss is Gray's first hint that she might actually be a lesbian, and she immediately goes into denial, to the point of spitting in disgust. It doesn't help that when she returns to New York, her dippy therapist, Dr. Sydney (Sissy Spacek), shoves her right back into the closet by telling her she's not gay, just jealous of her brother. (Did she get her degree from the same school as Dr. Finch from Running With Scissors?)

But after a few comically failed dates with men, Gray seemingly accepts her sexuality and comes out to Sam. Confusion and high jinks ensue, and soon Gray's love for the ladies is broadcast over the advertising agency's closed-circuit feed. Now everyone knows that Gray is gay, including top client Julia Bartlett (Rachel Shelley, aka Helena from The L Word, who essentially plays Season 2 Helena — an icy executive).

Gray's screwball freakout descends from entertaining embarrassment to maudlin Lifetime TV movie when she tells her brother that the reason she's so upset isn't that she just outed herself — it's that she's sad that when she dies, her partner won't be respected.