If "Two Lovers" truly is Joaquin Phoenix's last film — if he really plans to walk away from an acclaimed, eclectic acting career that's included two Oscar nominations to pursue his supposed dream of becoming a rapper — he's ending it all with a whimper rather than a bang.

The romantic drama from director and co-writer James Gray, who previously directed Phoenix in "The Yards" and "We Own the Night," seems intentionally devoid of any sort of driving arc, of any bursts of life or great emotional epiphanies. It's more like a somber, subtly observed series of moments which conclude with a resigned shrug. There seems to be a slightly percolating tension throughout that eventually gives way to ... not much of anything.

Having said that, Gray draws intense, believable performances from Phoenix and Gwyneth Paltrow as he shifts away from the crime dramas on which he's made his name. There's something old-fashioned about the rhythms of "Two Lovers," the way it focuses on people and their emotions, misguided as they may be, intimately and without judgment.

Phoenix stars as Leonard Kraditor, a bipolar thirtysomething who's back at home with his supportive Jewish parents (Moni Monoshov and Isabella Rossellini) in the Brighton Beach section of Brooklyn after a failed engagement inspired him to attempt suicide. He works part time at his father's dry cleaners and has vague aspirations to becoming a photographer. Gray steeps the film in a tangible sense of place within this particular corner of New York, which helps gives the story an almost suffocating authenticity.

Around this hazy time in his life, Leonard meets two women: Sandra (Vinessa Shaw), the daughter of the family that's buying his father's business, and Michelle (Paltrow), who recently moved into an apartment upstairs. Sandra is sweet and reliable, and she wants to take care of him; both sets of parents are thrilled about the possibility of the match. Michelle is a sexy and dangerous shiksa goddess who shares his appetite for self-destruction; she's living as the kept woman of an older lawyer (Elias Koteas) who keeps promising to leave his wife and kids for her.

Guess which woman Leonard falls for?

The problem in the script from Gray and Richard Menello is that it's hard to root for either of these scenarios. Screwed up as she is, Michelle is out of his league and will clearly ruin him further (and Paltrow, doing some of her best work yet, brings a combination of glamour and fragility to the character). Kind, pretty Sandra is the safer choice, but we know Leonard will be settling if he winds up with her. Being alone isn't working out so well for him either: Wordlessly, the film begins with Leonard trying to kill himself yet again.

Dreary as that all seems, it's also honest — the fact that finding the ideal fit is damn near impossible, that we often want what we can't have and find ourselves falling in love with the wrong people. Or at least, what Leonard is experiencing feels like love in his state of arrested development. On screen and off, Phoenix keeps us guessing as to how all these various forces and emotions will ultimately influence him.

"Two Lovers," a Magnolia Pictures release, is rated R for language, some sexuality and brief drug use. Running time: 108 minutes. Two and a half stars out of four.

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Motion Picture Association of America rating definitions:

G — General audiences. All ages admitted.

PG — Parental guidance suggested. Some material may not be suitable for children.

PG-13 — Special parental guidance strongly suggested for children under 13. Some material may be inappropriate for young children.

R — Restricted. Under 17 requires accompanying parent or adult guardian.

NC-17 — No one under 17 admitted.