Those familiar with the oeuvre of Whit Stillman will know that his films essentially comprise of a lot of people sitting around talking and talking and talking. And talking. This is not a bad thing. In fact, it is a wonderful thing, simply because Stillman is, quite frankly, a genius with words. Although nothing seems to be happening onscreen, subtly and surely, layers of personality and depth are revealed through the fine art of conversation which he obviously understands so well. Happily, the disco kitsch and color of the "very early 1980s"in "The Last Days of Disco" does not at all detract from this strong trait of Stillman's work.

There isn't very much of plot in the film. Mostly, it's about the romantic and career travails of Alice (Chloe Sevigny) and Charlotte (Kate Beckinsale), two recent graduates plunged into the world of publishing who cruise the nightclub scene in New York City after hours in search of love and meaning as a whole new chapter of their lives begin. In an exclusive dancehall, they encounter the men; there's Jimmy (MacKenzie Austin), an advertising executive who weasels his clients into the club in order to earn brownie points with the boss, a guy who Alice initially wants, but who Charlotte eventually gets. There's Des (Chris Eigeman), the supposedly sexually ambivalent, coke snorting manager at the club who's left behind a trail of broken hearts. There are also a smarmy lawyer (Robert Sean Leonard) who gives Alice a memorably awful introduction to the "real" world of sexual politics, and an Assistant District Attorney (Matt Keeslar), who may be a couple of marbles short, and who may just be the nicest guy yet. Through the two hour running time, these people sit around the clubs talking, or dance around the club talking, or lounge about in apartments, offices and cafes talking. Verbosity is the common thread that seems to hold them together, and it is their sparkling dialogue that makes the film such a winner - that and a handful of fine performances.

Ordinarily, it would be uncommon to find any recognizable faces in Stillman's films. Mira Sorvino made "Barcelona" before she came to popular attention. This time, Stillman not only has a crop of rising stars, but he's also enlisted the original disco movie diva, Jennifer Beals, for a memorable cameo appearance. Beals, whose career has taken on many a surreal turn, did her best recent work in the little seen "Twilight of the Golds"- here, she's just icing on the cake. Carrying the film admirably are the two women at the center of the cast, Chloe Sevigny and Kate Beckinsale. Sevigny seems to have matured at an alarming rate since her debut in Larry Clark's "Kids", and she's coyly cast as the would-be wallflower, kindergarten teacher girl who's struggling to make sense of her job, her life and the men she's meeting. Sympathetically characterised on paper, Alice benefits from Sevigny's slow-burn charisma and sleepy-eyed charms. Slowly by surely, she grows on the viewer. In contrast, Beckinsale's Charlotte is the kind of character that Parker Posey plays so well: tartly offensive yet surprisingly attractive. With one barbed comment after another, Beckinsale volleys all kinds of cruelty to the surrounding members of the cast, always confident, sure and radiating an innate intelligence and confidence that makes her at once repulsive and likeable. The role is similar in spirit to Jane Austen's meddling Emma, a character that Beckinsale once played on the BBC. In addition to her dead-on characterisation, Beckinsale also affects a smooth and convincing American accent. All the best lines in the film belong to her, and so, although she has the smaller role, she leaves quite an impression.

All the men, unfortunately, seem rather bland in comparison to the two wonderfully written and realized females. They seem to blend into a blur of homogeneity and dullness. Eigeman, who's been in every single Stillman film, has some amusing moments, and Keeslar is obviously enjoying his chance to play a wacked out borderline psycho; Leonard is also cast against his usual type, effectively being smarmy and sincere all at once. Austin, whose bizarre accident during the making of "The Evening Star" has resulted in a distracting right ear injury, has his most substantial role to date, and he makes the most out of the part, finding complexity and adding layers of emotions. Individually, the men in the cast perform well, but as an ensemble, their roles and performances fail to ignite the screen the way the women do. There are snatches of brilliance here and there, but by and large, this film belongs to the women.

Of course, over and above all this, Stillman weaves a by now de rigeur disco soundtrack. He's included such gems as "More, More, More", "Love Train" and "I'm Coming Out", but he wisely never allows the music to get in the way of his preciously crafted words. Visually, the film is his most accomplished effort, with complex pan shots, and a stylish mood that is effectively brought to life onscreen in a riot of colors. The film opens and closes with fantastic credit sequences which set the right tone and mood. But, really, it's the time in between which we spend with Stillman's mouthpieces which proves to be intoxicating and giddily attractive. Smart, funny and oh-so-snappy, "The Last Days of Disco" captures the vibrance of the era, but underscores everything with an elegaic sensibility. Stillman's most mature work to date is also his most "complete" film. While it has many missed opportunities and could have benefitted from a surer hand, the film is nonetheless worthy of popular recognition, and definitely deserving of an audience that goes beyond the art house crowd.