The new independent romantic comedy Gray Matters is a good example of what happens when filmmakers are too close to their material. It is about siblings Gray (Heather Graham) and Sam (Thomas Cavanagh), two thirtysomething New Yorkers who are so close they are constantly mistaken for a couple. They finish each others' highly neurotic sentences, they live together, and spend so much free time together they are still both single.

Enter Charlie (Bridget Moynahan), a gorgeous and smart zoologist (oy) whom they meet at the dog park. Sam is so smitten that he proposes after one date, which I think we can all agree is weird. But even weirder is when Gray decides she's in love with her, too. Quite a shocker, since Gray isn't gay. Or is she?

Gray Matters starts out promisingly enough, with a charming 1940s romantic comedy sensibility in an enviably attractive, Woody Allen-ish New York. But pretty quickly it disintegrates into a mishmash of character caricatures competing for airtime in which to spit out overly quirky dialogue in predictable set-ups. Gray is an ad exec. Molly Shannon is her cooky coworker. Gray and Sam go date-hunting at the dog park, in between visits with Gray's quirky, questionable shrink. Nothing we haven't seen done better before.

First-time writer/director Sue Kramer said that her inspiration for Gray Matters was her older sister, Carolyn--specifically Carolyn's struggles to come out as a lesbian. Her motives are definitely admirable. But in fact it seems like her proximity to the project combined with her lack of experience to create some serious problems. Most notably, the movie loses focus very early on. Gray Matters starts out thinking it is a big romantic comedy about two siblings in love with the same girl, but then it changes its mind and decides to become a small story about one woman's struggle to find herself and come out. Either might have been fine, but both definitely is too much.

As a result, neither storyline is fully fleshed out and we wind up with scenes that don't seem to follow or build upon each other. Add some uncomfortable musical numbers (oh Gloria Gaynor, you may not survive this), and by the time you get to the scene where Gray laments not wanting to be gay, it just seems like more avoidance coming out of nowhere than the heartbreaking climax it is supposed to be.

The remarkably talented Alan Cumming (X2, Circle of Friends) is nuanced as usual, even with such a problematic script. And I generally find Heather Graham (Bobby, Boogie Nights) and Tom Cavanagh (Ed, Love Monkey) to be quite likeable. I just wish they all had a better project to be working on together.

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