On their very first date at the beginning of "Flannel Pajamas," Stuart tells Nicole that he thinks her best friend is evil. He may have a point -- the woman in question is dating several men at once and is dishonest about it -- but is that really the sort of thing you tell someone you've just met about her closest friend?

The fact that Nicole lets Stuart get away with the comment foreshadows how their life together will be, and "Flannel Pajamas" is all about that relationship. Written and directed by Jeff Lipsky (his only film besides 1997's unseen "Childhood's End"), it's a verbose indie drama composed of little more than scene after scene of Nicole and Stuart talking. They date, they get engaged, they get married; sometimes they're clothed and sometimes they're naked; but always they are talking.

The couple, played by Julianne Nicholson and Justin Kirk, start out happy enough. Stuart, a Manhattan theater publicist, is confident and unhesitant, with subtle powers of persuasion that ensure he's always the decision-maker -- and that you're always glad to let him be. Nicole is more fragile, easily embarrassed.

They've been together a year before she starts to realize how in-charge he is, and how she rarely gets to decide anything on her own. He isn't mean or commandeering; he just knows what he wants and strives to get it. Stuart has had one steady, lucrative job for years, while Nicole is frequently fired for under-performance. Their differences complement each other at first: He likes to be in control; she likes to be controlled. But over time -- and with the advice of that evil best friend (Chelsea Altman) -- Nicole becomes dissatisfied with the arrangement.

And, yes, that means more talking. These "anatomy of a relationship" films (think "Before Sunrise") rely on the central couple to keep the audience engaged, and while Kirk and Nicholson show bravery in their frequent stark nudity, they seldom show much in the way of emotion. Nicole calls him on it once, saying he needs to let out his tears after a family tragedy occurs. What's funny is that for all her crying, she never really opens up, either. She's as flatly uninteresting as he is.

Yet Lipsky (who has called the film semi-autobiographical) achieves several scenes of honesty and insight. Most notable is an exchange between Nicole's mother Elizabeth (Rebecca Schull) and Stuart. She lays everything out: her feelings about her daughter, her feelings about him, and why she doesn't think they should be together. Stuart sincerely wants to protect the people he loves; Elizabeth sees that Nicole needs a strong partner, not someone to smother her.

The film aims for emotional and sexual frankness, and the camera does not shy away from the characters' nudity. No carefully composed shots or strategic lighting here! They let is all hang out. That's all well and good, but then we get things that are a little too frank, as when, after having sex on the floor, Nicole says, "I'm dripping." Then, when Stuart gets up to grab a towel, she says, "Stop. I'm marking my territory."

Really, movie? Is that what we need? Does that make you all mature and edgy? It made me laugh, but I don't think that's what you were going for.

It isn't a bad movie, but it is overlong and over-talkative. It has 20 minutes of Mars-and-Venus insight, stretched out over two hours. They ought to have cut both the film and the marriage a little shorter.

Grade: C+

Rated R, a lot of nudity and some frank sexuality, scattered profanity

2 hrs., 3 min.