"Used People" is an example of blown potential, with a terrific cast wasted in a bland yarn about middle-aged romance.

The setting is Queens, N.Y., in 1969. Jewish matron Pearl (Shirley MacLaine) is widowed after 37 years. Following the funeral, as she is putting up with too many relatives in her apartment, she is paid a visit by a man she doesn't know, an Old World Italian gentleman named Joe (Marcello Mastroianni), who offers condolences, explains that he knew her husband years before — and then invites Pearl to go out for coffee.

If this isn't shocking enough to her family, Pearl accepts!

The film follows Joe's romantic overtures, as he attempts to gently woo Pearl and win her over, despite interference from both families, who aren't so sure a middle-aged Italian Catholic should be aggressively pursuing a Jewish widow.

Written by Todd Graff (an actor/screenwriter who also has a film — "Fly By Night" — in the independent competition of the current Sundance Film Festival) and directed by Beeban Kidron ("An-tonia and Jane"), "Used People" is a calculated comic effort, filled with eccentric characters who are drawn too super-ficially to feel real.

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The greatest emphasis is paid to Pearl's family, her two misfit daughters, one overweight and underconfident (Kathy Bates) and the other (Marcia Gay Harden) so wrung-out with grief over having lost a child that she seems to have lost her own personality, dressing up as movie characters — Marilyn Monroe, Barbra Streisand, Anne Bancroft as Mrs. Robinson from "The Graduate." Then there's Pearl's feisty mother (Jessica Tandy) and her mother's lifelong friend (Sylvia Sidney).

There are possibilities here, but the screenplay leaves them mostly high and dry. This is the kind of "cute" picture that has a pre-teen boy's character named "Swee' Pea." Right.

And though the director and stellar cast struggle to make it all work, it is to little avail.

"Used People" is rated PG-13 for violence, profanity, vulgarity and sex.

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