Starring: Richard Gere, Julia Roberts, Hector Elizondo, Laura San Giacomo, Ralph Bellamy, Jason Alexander.

"You and I are both such similar people," says the Wall Street corporate raider to the streetwalker. "We both screw people for money." Pretty Woman sells itself as a contemporary Hollywood fairy tale -- Pygmalion Meets Cinderella in Beverly Hills -- about two floozies, a corporation man and an "indieprod" hooker (she keeps her rates low in the free marketplace by choosing to work without a pimp), who (supposedly) find redemption, or at least financial security, in each other's lovin' arms.

The fairy tale aspect of the picture almost works like a charm, thanks to some adroit and appealing comic performances (including Laura San Giacomo as Vivian's hussy roommate and Hector Elizondo as the prim hotel manager) a few snappy one-liners, and Garry Marshall's sitcom-bright direction, which tries -- but finally fails -- to bleach out the movie's darker, scuzzier implications about what money can and cannot buy in America's culture of greed.

Of course, Cyndi Lauper sang that "Money Changes Everything." And in its original, darkly cynical incarnation, the script for Pretty Woman (which could've been called Working Girl ) was called 3000, because it was about the money that makes men and women unequal. But even in this heavily processed and polished Disney product, it's not clear what has actually made the (unconvincing) difference in these characters' lives: the love or the money?

Finally, all the movie says is that you can be a harlot -- in executive offices or on the streets -- but if you look like you live in Beverly Hills, then people will suck up to you and it won't matter who you are or what you do to acquire your money, just as long as you spend lots of it. Of course, it is beyond the scope (or intention) Pretty Woman to sharpen this into an ironic or satirical point. The bleak notion is just there on the screen, acknowledged and reinforced, but never questioned.

Vivian (the designated moral superior) compares what Edward does -- buying companies, dismantling them, and then selling the pieces for profit -- to stealing cars and selling the parts. Edward (the designated economic superior) argues that what he does is perfectly legal. It just doesn't occur to him (yet) that it's also parasitical and ethically deplorable. This same lesson appears to have been lost on the makers of Pretty Woman. The movie itself is like a stolen car that's been given a spotty paint job in an attempt to conceal the true nature of the vehicle underneath.

For commercial reasons, the picture desperately tries to skirt or downplay its own underlying themes. Significantly, the crucial, ambivalent lines from Roy Orbison's title song are buried somewhere in the middle of the movie's upbeat music mix: "I don't believe you/You're not the truth/No one can look as good as you."

Orbison, at least, knew that enticing appearances could be deceiving. Pretty Woman (the motion picture) does not. In this movie, the clothes make the man (or woman) and if you cry at the opera, it proves you've got a cultured soul.

Pretty Woman brackets its urban fable with appearances by a black street hustler/panhandler/chorus, who strides through the picture hollering stuff like: "This is Hollywood where people come to fulfill their dreams! Some dreams come true and some don't! Believe in your dreams!" The first time this chipper fellow shows up, his comments are juxtaposed with sleazy slices of life on Hollywood Boulevard (crack dealers, pimps, a murdered whore stuffed in a dumpster). His exclamations serve as an ironic (and chilling) comment on what tourists find when they actually travel to the heart of Hollywood: The mythologized home of America's movie dream factory has fallen into decay and corruption.

And yet, when the chorus figure reappears at the film's Happy Ending, his spiel is suddenly meant to be taken at face value -- which, I guess, demonstrates just how corrupted the dream factory has become. So, what are this guy's dreams? To prowl the streets of Hollywood day and night shouting at people? Pretty Woman doesn't wanna know...

It would have taken the mordant wit and satirical sharpness of a Billy Wilder or a Preston Sturges to get you to appreciate both the emotional surface lie and the deeper moral truth inherent in a story like this -- and to fully explore the ironic contrasts between the two. But Pretty Woman isn't black comedy or satire. It's tepid, force-fed pabulum, with a few cold and bitter lumps that have slipped through the studio strainer which make it very hard for all but the most inattentive viewers to swallow.

At one point, Vivian speaks for Disney (and audiences) when tells Edward, flat-out: "I want the fairy tale." Inevitably, she gets it -- thus violating all narrative and character logic. She knows it's not true, and so do we, but we'll take the Disney version so we don't have to think about it. Apparently, test audiences wanted to buy into the fantasy, too -- integrity and verisimilitude be damned. And so, a form of moral nausea creeps up on you as you watch "Pretty Woman," growing from the realization that the unequal economic/power basis of this relationship isn't going to change, Happy Ending or not. Vivian herself recognizes as much.

Nevertheless, all your (and, it seems, Vivian's) movie-conditioned reflexes make you hope-against-hope that these two will stay together. You want the Hooker with the Heart of Gold to make Edward see how degenerate his social and business practices are. You want him to play White Knight and rescue Vivian from the streets, carrying her off to his penthouse castle. You want those Pavlovian wedding bells to ring so that you can salivate. Then you recall the real world, and people like Ivan Boesky or Michael Milken, and you want to puke in disgust.