"Words and Pictures" is the cloying title of a cloying little comedy made by talented people who, not that long ago, deserved better than this and knew it.

It's a nearly two-hour long "meet cute" academic romance from Fred Schepisi, the director of "A Cry in the Dark," "Roxanne" and "Barbarosa" (rent them if you haven't seen them).

"Words" would be English teacher Jack Marcus, a once-promising poet who has gone to seed -- and bourbon -- at an exclusive private school where the kids adore "Mr. Marc" (Clive Owen), even if the administration and the local barkeepers don't.

"Pictures" is Dina Delsanto (Juliette Binoche), the new art "honors" teacher, a semifamous painter suffering a debilitating illness, forced to take teaching work because the brush no longer does what she wants it to do.

Mr. Marc, drunk and late for class, challenges his kids -- "Who ARE you droids?" He assigns them to "write one sentence that elevates the human mind."

Delsanto is cranky, exacting and just as challenging.

"I'm NOT the kind of teacher you're going to come back to visit." Her outgoing voice-mail message echoes that.

To Delsanto, "words are lies," especially for an artist.

Marcus reads his students a snatch of "The Declaration of Independence."

"WORDS did that, not pictures."

And since she's cute, with or without crutches, and a challenge, it is on. SO on. The teachers will feud and flirt, the kids will rise to the occasion, painting or purple prosing to great heights as we head toward a school assembly showdown which will decide if a "picture is worth a thousand words," or vice versa.

Owen makes a decent drunk and a passably glib chatterbox. Marcus is outside his usual simmering comfort zone. If nothing else, he and screenwriter Gerald Di Pego make this a very listenable script.

Binoche can play brittle, and their banter works, sometimes.

But it's all predigested, a happy ending straining to find obstacles to get in its way. Schepisi dawdles when he should sprint and adds on when he should have subtracted. The students, collectively, make no impression. Bullying is introduced and tossed aside; Jack's former lover (Amy Brenneman) somehow has a say in whether he'll keep his job, booze and all; there's a son he keeps letting down -- all ideas brought up and left to wither.

Enough already. Romantic comedy should be light on its feet as it falls trippingly off the tongue. "Words and Pictures" is a lead-footed, witty bore.

'Words and Pictures'
H *
Rating: PG-13 (for sexual material including nude sketches, language and some mature thematic material)
Cast: Clive Owen, Juliette Binoche, Amy Brenneman, Bruce Davison
Director: Fred Schepisi
Running time: 1 hour 51 minutes