Here's the punch line: Woody Allen sells old men to young women. Now where's the joke? Fading Gigolo casts Allen as a retired bookseller and unlikely pimp, enlisted by his dermatologist (Sharon Stone) to find a man so she can have a threesome with her beautiful mistress (Sofía Vergara). He's got the perfect guy, of course: John Turturro, who plays a part-time florist named Fioravante. Turturro is, not coincidentally, also the film's writer and director. Fioravante is reluctant and sweet, either silent or stammering and possibly a little addled in the head—a somewhat physically compelling 57-year-old scarecrow in a suit. Just the stuff to drive beautiful women wild. They pay money, of course, to sleep with the type of guy they'd marry only for money. But luckily for a comedy without a recognizable sense of humor, it drifts into cheese-clothed, jazz-scored character study—where it fares, sadly, worse. Allen sends a lonely, unknowing Hasidic widow (Vanessa Paradis) to Turturro, which leads her promptly to cry. It's handled so gently, with such lunkheaded charm by Turturro, you hardly notice how offensive it is. Think of the movie as a rambling walk with a decrepit old man whose politics are suspect. It leaves you right where you started when you're done, unhurt but bewildered, and struck by sudden and piercing sadness for the human condition.

Critic's Grade: D

SEE IT: Fading Gigolo is rated R. It opens Friday at Fox Tower.