Shane O'Shea (Ryan Phillippe) is a Jersey boy dazzled by the big city across the river. Bored with the local nightlife and intrigued by Studio 54, instantly legendary soon after it opened in the late 70s, he shows up one night outside the club. Steve Rubell (Mike Myers), 54's owner and host, handpicks his guests from the crowd on the sidewalk each night, and young and handsome Shane catches his eye. Shane is quickly sucked into Rubell's world of unbridled hedonism, working his way up from busboy to the golden job of bartender, where he can have his fill of drugs, alcohol, and all the women he can handle. He befriends fellow employees Anita (Salma Hayek), a coatcheck girl and wannabe disco queen, and her husband Greg (Breckin Meyer), a busboy. And he chases club patron Julie Black (Neve Campbell), a soap actress he's got the hots for.

I guess it's difficult to make an interesting movie about really shallow people. Shane has an affair with a record producer (Sela Ward) -- they unromantically talk business while they have sex. Steve Rubell is a little ogre of a man who seems to have no friends, lives on drugs and booze, and gets off on the fact that strangers kiss up to him. And of course Studio 54 is packed every night with people who succumb to Rubell's image-is-everything ideal in order to get into the club so they can snort coke on the dance floor and have sex in the balcony while never taking a roving eye off the crowd.

None of these people seem particularly happy. So what makes them behave in these ways? What's so missing in their lives that this makes up for it? 54 never tells us. Anita and Greg are devoted to one another and so refrain from indulging in the orgy around them, so why are they there? They certainly seem as miserable as everyone else. What do any of these people do the things they do?

And I suppose it doesn't help if your cast is mostly terrible. Ryan Phillippe has one of the most handsome-bland faces I've seen in a while, and unfortunately that's all he has -- he looks somewhat astonished throughout the whole movie, like a little boy playing grownup and not very convincingly. Neve Campbell likewise seems to be only pretending sophistication, like those girls at your high-school reunion who never left the old hometown but think they're the height of elegance because they smoke Virginia Slims instead of Kents.

Mike Myers is a nice surprise -- he rises above the material, though he doesn't have much to work with, using his expressive face and comic timing to really make Rubell come to life. But the character is just a cardboard cutout with nothing of substance behind him.

Needless to say, I won't be changing my Saturday-night plans anytime soon.