It's not that the women don't have suitors, and Kate's is Gerald (BILL PATERSON), the local reverend who's looking for a companion. She likes him, but unexpectedly finds herself smitten with Jed (KENNY DOUGHTY), the church's replacement organist. Despite him being a former student half her age, Kate has sex with him in the cemetery and the two start dating.

Janine and especially Molly can't believe what Kate's doing, and try - in no uncertain terms - to tell her that. Yet, Kate is happy for the first time in a long time and begins to resent the intrusion and second-guessing of her judgment. As Molly and Janine keep pushing their beliefs on Kate to the point of going too far, they threaten the very companionship and friendship they cherish so much.

While writer/director John McKay doesn't necessarily err on the first point with "Crush," his feature length debut, and certainly doesn't with the second, it's with the third where he falters. Part daffy romantic comedy, part heavy drama, the story starts out okay as it focuses on three middle-aged women who like to get together and commiserate about their romantic lives or lack thereof.

When one finds someone special, the other two aren't so much upset that she's seeing someone much younger than her (who, in fact, was one of her former students). Rather, they're concerned - whether they admit it or not - that her new beau and newfound happiness will hamper if not altogether destroy their weekly, alcohol and tobacco fueled "bitch and moan" sessions.

That's not a half bad premise, even if the concept and execution of some of it comes off as a mediocre and recycled version of HBO's trend setting and far better "Sex and the City." The problem is a sudden plot development that occurs midway or more through the story that completely undermines what preceded it, changes the overall tone and genre of the piece, and is likely to leave an unpleasant aftertaste in many viewers' mouths, hearts and minds.

Not only is the development unwise, but it's also unnecessary and forces the filmmaker to scramble to create a feel good conclusion - after a serious bout of maudlin melodrama - in hopes of ending things on a happy, rather than sour note. Unfortunately, the damage is already done by then and is too intensive and severe for any sort of successful salvage or repair effort.

For a while though, McKay strives for something of a quirky romantic comedy, utilizing exaggerated and/or repeated visuals and sounds to help create just that. The effect, while not anything particularly novel or terrifically imaginative, is pleasant enough as we meet and observe the three single ladies, their camaraderie, and their various romantic quandaries, missteps and/or disasters.

Andie MacDowell ("Harrison's Flowers," "Town & Country"), Imelda Staunton ("Chicken Run" "Sense and Sensibility") and Anna Chancellor ("The Man Who Knew Too Little," "Four Weddings and a Funeral") are all fine, charming and/or enjoyable enough to behold, at least initially and despite them coming off as versions or combinations of traits from the leads in "Sex and the City." McKay gives them some decent and even occasionally touching material with which to work, and for a while most of the effort does succeed to some degree.

Then, once the bump in the road character of Jed is introduced - nicely if somewhat stereotypically embodied by Kenny Doughty ("Titus," "Elizabeth") - things start to unravel and then eventually fall apart in terms of plot, character development and performances.

Beyond the fact that one of the characters does something so despicable that we and the other characters should despise her for all cinematic eternity, the film quickly jettisons the romantic comedy material and angle for tragedy and melodrama. Neither fit the piece or are likely to be welcomed by many, if any viewers, particularly after they've been strung along by the setup and early scenes.

Some filmmakers and their works effortlessly and successfully manage to switch back and forth between different genre elements and their accompanying tones. A film like the fabulous "The Big Chill" comes to mind as an example of just that. Alas, McKay is no Larry Kasdan and this effort, no matter the intentions, won't ever be uttered in the same breath as that entertaining and moving flick, or even one like "Four Weddings and a Funeral" whose offbeat style this one often tries to emulate.

After the change, characters then start acting and reacting in less than credible ways and the performances quickly descend to the status of mediocre, soap opera theatrics. Obviously sensing that viewers wouldn't appreciate such a change in tone and plot direction, McKay then tries to patch things up. Unfortunately, his remedy is just as unconvincing, unsatisfying and as much of a slap to the face of the viewer as the unfortunate and unwise story detour.

Despite looking somewhat promising and being moderately engaging for a while, the film never manages to get back on track after taking that wrong turn. Perhaps it was the standard case of the actresses wanting to ask directions back to the movie they were making while McKay stubbornly believed he knew the way, but this "chick flick" doesn't regain its direction until it's too late. Likely to disappoint women nearly as much as men, "Crush" rates as just a 4 out of 10.