"Pretty Woman" is "Pygmalion," updated and vulgarized, and it's pretty funny most of the way. But movies like this are bound to be an uneasy mix of old and new — old-fashioned story devices, characterizations and sentimentality, at odds with modern sexual sensibilities. And such is the case here.

Richard Gere stars as the Henry Higgins equivalent, a pampered New York tycoon in Beverly Hills to transact some business; he specializes in buying huge companies and then breaking them up to sell the pieces.

Julia Roberts is the streetwise hooker who embodies the Eliza Dolittle part, picked up by Gere one night when he's lost in Hollywood while trying to find his Beverly Hills hotel.

Naturally, he hires her for the night, then extends his proposition to include the entire week he will be in town so he can have an escort with whom there will be no emotional strings attached.

But we know better, don't we?

Julia Roberts, nominated for an Oscar for her ill-fated character in "Steel Magnolias," really shines here, displaying an abundance of starmaking talent. And Richard Gere's low-key, sleepy-eyed style seems to work well with the material, though one can't help but wonder how someone with genuine comedic abilities, a Steve Martin for example, might have handled Gere's role.

There are some nice supporting players as well, though they don't have nearly enough to do — Laura San Giacomo ("sex, lies and videotape") as Roberts' best friend, Ralph Bellamy as the latest corporate victim of Gere's takeover tactics. Best of these is Hector Elizondo, whose sympathetic hotel manager is a nice twist on a cliche, one that could have used more screen time.

In all, "Pretty Woman" boasts some very funny sequences, especially in the film's first half. Sight gags and one-liners abound and there is a natural ease exhibited by the players. But in the film's second half the humor virtually disappears for a protracted, very sentimental finale that seems to go on forever. (The film could be cut by a full 20 minutes and not feel any pain.)

And there's something unsettling about a lighthearted fairy tale that relies so heavily on sexual byplay, vulgarisms and a violent rape attack.

Director Garry Marshall, whose up-and-down track record includes "Beaches," "Overboard," "Nothing in Common" and "The Flamingo Kid," seems bent on infusing this film with harsh doses of reality, no matter how much they seem at odds with the material. (First-time screenwriter J.F. Lawton's script was a Sundance Institute project, by the way.)

"Pretty Woman" is rated R for violence, sex, nudity and profanity.