If a pretentious, softcore pornographer took a single college class in human sexuality and got a D+ in it, that sort of person might enjoy Intimate Affairs.

Set in 1929, this movie purports to tell the story of a group of friends and acquaintances who set out to explore human sexuality by talking about it until they're blue in the face. And while it's made to a standard of professional competence, this is a very silly and poorly written film. It's filled with two-dimensional characters engaging in some of the least provocative and least erotic sex talk you've ever heard. It's visually pedestrian and there's little plot or real character development even attempted, let alone achieved.

For all that, though, there's some fairly good acting here. Nick Nolte plays Faldo, the rich man funding the sex research of disgraced college professor Edgar (Dermot Mulroney),and whatever you though of Nolte before, you'll admire his ability to take this film's ridiculous dialog and overwrought direction and create a believable human being out of it. Tuesday Weld manages to take the one-note character of Faldo's wife and turn her mixed up Russian and Brooklyn accents into the mark of a woman who's being trying to make herself into something else so long, she no longer remembers what she started out as. Alan Cumming as a frustrated artist whose sexuality is far more deviant than the rest of the conventionally minded group is also having a blast in every scene. Robin Tunney is also appealing in her simple but nuanced performance as a woman who thinks she's more sexually liberated than she really is.

But, there's also some really bad acting as well. Mulroney appears genuinely flustered at his inability to do anything with the poorly conceived character of Edgar. He's more like a man tied up in a straitjacket than an actor playing a role, just trying to find some way to connect all the things about Edgar that don't fit together. Neve Campbell gives perhaps her worst performance as the shy virgin hired to be a stenographer to the story's flat and disconnected sexual discussions. If you didn't know any better, you'd think she'd never really acted before and got the job because she was banging a producer. And even though the other actors do adequate work, their characters are either so slight or so amateurishly calculated for affect that it's impossible to take them seriously.

I really can't imagine what most of the fine actors in this cast were thinking when they took this job. They can't have been paid very much and they can't have actually thought these roles would do anything for their craft or their careers. Maybe they owed writer/director Alan Rudolph money, or maybe he has a ping pong table in his basement they all wanted to use.

You do get to see Julie Delpy and Robin Tunney topless in this film, as well as viewing Dermot Mulroney's behind and getting a furtive glance at his exposed package. But if none of that trips your trigger, I'm not sure there's any reason to watch Intimate Affairs. You can certainly find these actors doing good work in much better films.

I generally like Rudolph's work, even when it borders on the pretentious, but this one plain reeks of it, to the point where I was shaking my head at the screen, not believing what I was hearing and seeing during most of the film's running time. The premise is interesting and somewhat perverse ~ the men hire two stenogs to transcribe every stupid word they utter; one of them is played by the always-good Robin Tunney, who's sexually evolved a bit, having at least 3 conquests under her belt, and the other is the squirmy, virginal Neve Campbell, who's never been worse. A ridiculous part, no question, but someone with some panache - I kept picturing Geraldine Chaplin when she was younger - might have at least brought some fun and believability to the proceedings.

Good cast, and good performances, otherwise (considering the material). Nick Nolte's a hoot, raving about his sexual encounters with a particularly attractive donkey, whom he'd enjoyed on Tuesdays and Thursdays, he tells us, in his drunken stupor, and on Wednesdays there was a goat he'd set his sights on but said goat was too fast and he never could catch him. Him. That's right. His character professes to be an equal-opportunity bestiality master, who is married to Tuesday Weld, who talks with a ridiculous sort of German accent part of the time and sounds like she's from the Bronx for the rest.

Alan Cumming, who is always fun to watch, is fun here as well, relieving himself of his shirt every chance he gets and posing like a Greek god around the room these clowns are supposedly 'investigating' sex in.

By the end, it means absolutely nothing, of course, except that you wasted a little time hoping for some clever titillation at the very least and some possible insight on the subject. There's more insight to be had in any Will Ferrell movie, folks, and that's a harsh indictment.

My usually reliable TV guide gave this only one and a half (out of five) stars and, judging from the lurid title, I expected either (1) a dated rehash of "The Vagina Monologues" or (2) the sort of trashy and episodic soft-core porn that is commonly seen under titles like "Sex Games in Cancun" and "Women Who Love Horses." Actually it was better than that -- funnier, nicely acted and directed and edited, and thoughtfully written.

Its chief disadvantage is that it's going to come across as a stage play, which, I was amazed to find, is not how it started out. (That it began as a French novel was a lot less surprising.) It's stagy. And, as in most plays, there's not a heck of a lot of action and little change of location. It mostly depends on talk and teamwork for its success, and thus it's likely to seem boring to anyone with barbed-wire tattoos anticipating a series of violent rapes.

Basically, it's a story of a "research group" of half a dozen or so university students in the 1920s who have been funded by Nick Nolte to have serious, frank discussions of human sexual behavior, with an eye on psychoanalytic interpretations. The original participants include a super-polite black kid in evening dress; a Brit with squinty eyes and a monumental jaw; a nerd who finger paints and whose hair reaches straight towards heaven from his scalp; a young, stern German; and Dermot Mulroney, never a fave of mine, as the deadly, intense leader. They agree that only sex will be discussed -- no love or philosophy or joking around -- and they hire two stenographers, blond Zoe, who later reveals animal impulses, and dark Alice, who wears wire-rimmed glasses and begins and ends as innocent as her namesake.

The first one or two discussions are about what you'd expect from a class of intent young students. All the words are as Latin as Havelock Ellis's, except, I suppose, "the little man in the boat" is mostly Germanic. At first the two stenographers are ignored. They're initially flustered and embarrassed. Zoe occasionally throws a smutty glance or smirk in Alice's general direction.

Then I'm forced to admit the play or the movie or whatever it is begins to lose its focus, its organization. Nolte shows up, a huffing, growling ancient wreck with wild straw hair, dragging along his wife, Tuesday Weld, whose accent touches bases with both Omsk and Canarsie. Other characters show up half-way through. We watch an avant guard film by one of them -- "Sentenced to Life," with blurry images of jail cells, shackles, and a winged seraph doing a fan dance before absorbing a man the way an amoeba engulfs a food particle. Nolte gets drunk and begins crawling all over the chuckling body of Weld like a giant, hairy tarantula. One couple don pigeon masks and bill and coo behind the drapes. Things fall apart. The center does not hold. The dramatic climax comes when Mulroney and Neve Campbell, who is Alice, feel a glandular attraction to each other but he sends her on her way, preferring the ideal figure of his masturbatory fantasies.

Alan Rudolph has done a good job of directing this jumble of incidents. There may not be much action in the plot, though there is some -- a copulation and a fist fight -- but there's plenty of liveliness in the cutting and reaction shots, enough to maintain our interest. There are some very interesting lines in the screenplay too. Weld carelessly throws out, "Sex is always the same. Love is my delusion that one man is different from another." And there is a reference to "Billy the Kid gloves," which someone must have had fun writing.

The production designer and set dresser must have had a jolly time too. You have never seen such surrealism. The decor is a radical collection of mutually repulsive junk, more radical than that of Dicken's "The Old Curiosity Shop." The plastic elephant trunk rising chin-high in desolation out of the floor kind of leaps out at you in phallic fashion. An ordinary arm chair is wrapped and tied with stuffed burlap so that it resembles a human figure with a head. Well, I'm not sure that's "surrealism." Maybe it's "dadaism." I don't know the difference. (I think Man Ray was a leader of one movement, while Ray Man led the other.)

Sometimes the film prances along and sometimes it mopes. And it's mostly those with a taste for the slightly bizarre that will get the most out of it. But it's worth more than one and a half stars.