Sometimes you walk out of a film just baffled at how so many talented people could go so wrong together. You have to wonder about the on-set dynamics - isn't there some sort of check and balance system between the actor and the director, to ensure a character's truth is being well-served? Don't people take the dailies to heart and realize when what they're watching is condescending, unfunny stuff that needs to be re-worked or re-shot?

The new Gwyneth Paltrow comedy is titled View from the Top, but the reality is that it couldn't get much lower. This age-old story of a small town girl with big dreams of becoming an "international, First Class" flight attendant, remains pedestrian, never getting off the ground. It spends its brief running time remarkably low, stuffed with broad and mean-spirited humor that mocks the characters at every turn, then expects the audience to pick up the slack and actually feel something for them in between pratfalls, and when the thin script deems appropriately necessary.

All Donna Jensen (Paltrow) has ever wanted was to get away from her small town roots and see the world. With meager means and nothing much in the way of smarts, she sets her sights on becoming an international flight attendant (though she's never flown before in her life).

Along the way Donna meets equally tacky fellow attendants and good friends, Christine (Christina Applegate, a capable second banana) and Sherry (Kelly Preston, sexy and funny). Somehow they decide that they're cut out for more than just being two-bit stewardesses on a low-rent commuter airline - though the film tries hard to disagree. This leads them to big dreams of flying the loftier skies of the prestigious Royalty Airlines.

Complicating matters for Donna is her growing relationship with warm and fuzzy Ted (Mark Ruffalo), an aspiring lawyer whose affections threaten to sidetrack her foreign, first-class fantasy. There are dilemmas involving petty thievery, betrayals and broken friendships, none of which is very interesting and all telegraphed from a mile away.

There's funny support from Candace Bergen as Sally Weston, a flight attendant turned best-selling author who made the big time and now serves as a sort of self-help guru and chair of Royalty. Bergen has the film's best lines, and shoots off zingers with the relish that comes from being the only person in the cast far enough above the material to put the necessary smart, satiric spin it needs. And there are some amusing cameos from some pretty obscure actors, including George Kennedy and Chad Everett that supply a few good groans.

But where it really counts, this is one of the dumbest comedies in recent memory, but impossible to dismiss because so many talented people are involved and deliver some decent work. When the opening credits roll and we recognize the strains of Journey's Don't Stop Believing, accompanied by some amusing home-movie footage of a very young Donna and her redneck family, there's a bit of campy promise.

But it soon becomes apparent that director Bruno Barreto and company actually take the song pretty straightforwardly. What they excel at is recognizing the crassness of Donna's roots, style, reactions and limitations, and they get a lot of cheap laughs in at her expense. But as hard as Paltrow tries, and it's considerably, they never get to her heart. We never feel her to be a dimensional or real person. The film is too concerned with making a fool of her for too much of its time, and when the moments come for her to make us feel something "real," the effect is labored and undeserved.

What surprises me more is that Brazilian director Barreto, who gave us the capable Bossa Nova and the great Carried Away, seems to have stumbled badly here. And perhaps much of the blame should go to the slapstick silliness of Eric Wald's screenplay, which is strained and lacking in any real intelligence or heart. It is possible to make a movie about this type of character, and depict her as sweet, likeably naïve, human and real. But here she's just a phony construct who functions for most of the film as a synthetic joke machine that allows the audience to feel superior, with a few tacked-on human dimensions that come too little, too late.

What went wrong here is that the tone and direction are so broad, flat and willing to do anything for cheap laughs - including dumbing down its characters to an insultingly inept level, encouraging us to laugh at their accents, clothing, behavior and good-old, countrified, tacky taste.

When a comedy can make even Mike Myers appear unfunny and forced, there's really something wrong. Playing a ridiculous, mugging flight attendant training instructor with one crossed eye, Myers keeps throwing his slapstick shtick in your face so hard you wonder why you're not laughing - and you realize that someone forgot to give him anything funny to do.

What View from the Top does supply are plenty of chances to see beautiful Paltrow slink around in a cavalcade of alternately tacky and classy looks, her perfect body in great form and used to maximum effect. There's a moment in Paris, a long shot of her walking with an umbrella, that's ravishing and reminiscent of Audrey Hepburn at her best. Moments like this are diverting all right, but Paltrow's natural gifts alone can't save View from the Top.

What's baffling is how so many A-list talents - Paltrow, Ruffalo, Bergen, Myers - could have been swindled by this material, without ever raising a question to Barreto during the shoot as to how they would actually look, to an audience.

Paltrow, with her usual effervescence, will walk away from this one fault-free, as probably the least memorable film of her career. She does have a flair for this kind of lower-income, rough around the edges character, and I was reminded of her more serious white-trash debut in Steve Kloves' Flesh and Blood. She's a good actress who proved in last year's Shallow Hal that and she's got a generosity of spirit that's appealing in light comedy. But she, along with Applegate, Preston and Myers, are hijacked by a director who doesn't have a clue what to do with them, so encourages them all to forced, garish exaggeration, and for most of the film, into dumb cartoons.

A bigger problem is Donna's character arc. For much of the first half she's completely unrefined, dresses like a bimbo and stumbles over two-syllable words in the flight attendant's training manual. But once she goes "Paris, First Class, International," she becomes instantly refined, smart, polished, mannered and decked out in expensive couture, parading about Paris, gazing wistfully over the Seine, with no trace of that unpolished small town girl to be found. It's as if she speed-read Pygmalion in-flight and came out the other side a totally different person. This leads me to believe that the entire set-up and character have just been a ruse, biding time, for us to see the glamorous and beautiful Paltrow we know emerge with her signature style and grace.

Barreto, a good filmmaker on other outings, wildly exaggerates every detail of the production, from the costumes to the accents to the ineptitude of his leads, in an attempt to give the proceedings energy and color.

There are also continuity issues that don't seem to add up, a glaring one in the film's conclusion. Donna has just spent Christmas alone in Paris, and flies home the day after, crossing the Atlantic and rushing to Cleveland and into Ted's arms. In an odd moment, it seems that Christmas hasn't even been celebrated yet for his family, with all of the unopened presents under the tree. Yet the senile grandmother is removing all of the trimmings from the Christmas tree anyway! Go figure.

Though close to a complete washout, there are a few very funny gags, one of them at the expense of the late Marty Feldman and another regarding "Dr. Phil" that Bergen slings with relish. But moments of wit like those are few and far between.

The last scene of the film, well acted by Paltrow and Ruffalo, is a big letdown and seems hollow, and phony. But the same could be said for the majority of A View from the Top, which aspires to such low-level tackiness, that the only view on display is a glimpse clear to the bottom.