François Truffaut must have been very much on filmmaker Sérgio Machado's mind. His Lower City not only lifts its love-triangle angle from Jules and Jim (the two male leads here are even bonded to the extent that they call each other "brother"), but the film's press notes quote Machado noting that "Truffaut once said that cinema is the truth 24 frames per second."

Well, truth be told, Jean-Luc Godard has more often been cited as the probable source of that catchy observation (though scholars might have since done some revisionism). And it's a good bet that Truffaut would not have been too keen on Machado's homage-an unprobing, unpoetic, unsavory look at two ne'er-do-wells and the sexpot prostie who arouses their passions and jealousies.

Karinna (Alice Braga, niece of Brazilian star Sonia Braga), a young, poor woman from the provinces, leaves in search of a better life. She encounters Deco (Lázaro Ramos), a former boxer, and his best pal Naldinho (Wagner Moura), who together own a cargo boat.

Karinna accommodates both guys in return for her passage. They stop at a port where Deco and Naldinho become involved in the local cock fights, with the poor bloody animals-in extended scenes-serving as visual metaphors for the inevitable antagonism that Karinna will provoke between the two "brothers."

The two men bet and lose. Naldinho, in a fight, is nearly beaten to death. Deco comes to the rescue by fatally bashing the perp. The guys flee to Salvador, the capital of Brazil's impoverished northeast Bahia region, with Karinna again on board after her aborted attempt to hitch with a trucker. In Salvador, she lands a gig as stripper at a local disco, where she also works as a hooker. Boxer Deco begins training at a local gym. And Naldinho gets cozy with local crime boss Dois Mundos (as himself).

Her livelihood aside, Karinna draws Deco into a passionate affair that stirs Naldinho's jealousy. The film affords plenty of graphic scenes of Karinna's many trysts. There's also the "shocker" of her pregnancy and her disturbing encounter with a pathetic American V.I.P. sex tourist who subsequently commits suicide. With love having nothing to do with anything, Karinna has another go with Naldinho, a development that prompts a fierce and bloody fight between the two men. The bloodshed saddens Karinna. And, whoosh, that's about it for Lower City.

The meager plot is no more than a clothesline upon which to hang some heated sex scenes and ugly violence. No doubt the bleak Salvador locations and pathetic characters are meant to send some kind of message about the hellishness of poverty. But the titillating and exploiting Lower City is a far cry from far better, emotionally rich Brazilian works like Pixote, Central Station, City of God and the current Favela Rising that all have something substantive to say about the country's downtrodden.

The press notes also state that the film went through a three-year "preparatory process," including two months that Machado spent in the striptease nightclubs, bars and waterfront of Salvador doing research. (At least Lower City provided a good time for someone.)

The film's biggest conundrum might be the participation of Walter Salles, with credits including The Motorcycle Diaries, Central Station, and City of God, who produces here. But Salles previously worked with Machado and co-writer Karim Ainouz, who collaborated on the fascinating Madame Sata (inspired by the real-life gay performer who, like the City trio, battled poverty). Madame Sata suggests that more good work will emerge from another Machado-Ainouz collaboration. But Lower City-grim, superficial, soft-porny-ain't it.

-Doris Toumarkine