Sandra Bullock was due for a clunker. After three hits in a row — "Speed," "While You Were Sleeping" and "The Net" — it's only fair. So during the January dumping-ground movie-clearance season, we get "Two If by Sea."

A friend once told me he'd pay to see Bullock read the phone book.

Let's see. Phone book. "Two If by Sea." Phone book. "Two If by Sea."

It's a tossup. But there's no question that she's the lone bright spot in this one.

Actually, "Two If by Sea" is a starring vehicle for angry standup comic Denis Leary, who has been trying to break through with films ranging from the searing satire "The Ref" to the kiddie comedy "Operation Dumbo Drop."

Leary co-produced and co-wrote this romantic caper-comedy — and he even gets top billing! (Wanna bet this contract was signed before Bullock hit it big?)

Leary plays Frank, a dim petty thief who keeps promising he'll settle down and get a real job. Not that his brighter, if uneducated girlfriend Roz (Bullock) believes him. After seven years it's painfully obvious that theirs is a dead-end relationship.

As the film opens, Frank and Roz are on the run from cops because they've stolen a car. What the cops don't know is that they've also stolen a valuable painting. And what Frank doesn't know is that he has in his possession a Matisse that is valued at $4 million.

But FBI agent O'Malley (Yaphet Kotto) knows it, and he's got a hunch that Frank is really a world-class art thief he's been tracking for years — Phil the Shill. He's wrong, of course.

Frank and Roz hide out in an unoccupied house on an upscale island in Rhode Island, where they will fence the painting in a couple of days.

There, they mingle with locals while Roz tries to decide if she wants to stay with loser Frank, or if she might really have a chance with the local wealthy womanizer (Stephen Dillane) who has taken a shine to her.

All of which has the makings of a funny screwball comedy in the right hands, but these hands are like two left feet . . . if you know what I mean.

The script, which Leary co-wrote with first-timers Mike Armstrong and Ann Lembeck, desperately needed another run-through. And the direction, by Australian Bill Bennett (whose several films have not played in the United States), is at best affected and at worst chaotic.

Despite his propensity for foul language, Leary's character is surprisingly benign, with none of the nasty wit that helped him make his mark, as displayed in "The Ref" and his HBO standup show "No Cure For Cancer."

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Worse, he has little chemistry with Bullock — although she is certainly as charming as ever. No one in the supporting class, except the commanding and ever-reliable Kotto, really makes an impression.

Much of the film is a comic treatise on jealousy, when it's not trying to be a caper or chase farce. And quite a bit of it is unexpectedly melancholy. The comic vignettes range from satire to slapstick to acerbic one-liners (with far too many gay gags) . . . but the film is only sporadically funny.

There is some inspired lunacy here and there (the sheriff's office is also a video store; when Leary can't catch fish with a rod, he shoots them; when his criminal cronies show up, they steal an ice cream truck), but it's just not enough to fill the film's 95-minute running time.

"Two If by Sea" is rated R for profanity, vulgarity, sex, violence and nude paintings.

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