THE NEXT BEST THING —*1/2 — Rupert Everett, Madonna, Benjamin Bratt, Malcolm Stumpf, Michael Vartan, Neil Patrick Harris, Illeana Douglas, Josef Sommer, Lynn Redgrave; rated PG-13 (vulgarity, profanity, partial nudity, racial epithets); Carmike 12, Creekside Center, Plaza 5400 and Ritz 15 Theaters; Century Theatres 16; Cinemark Jordan Landing Theaters; Gateway 8 Cinemas; Loews Cineplex Broadway Centre and South Towne Center Cinemas.

To say that "The Next Best Thing" doesn't even come close to matching its title may be the understatement of the year.

After early cast departures, this misbegotten comedy wound up being a vanity project for would-be-actress Madonna and her newfound bosom-buddy Rupert Everett. If they wanted to be honest, they would have called their film "If You Had to Choose Between Two Bad Movies, This Would Still be Only the Next Best Thing."

Besides the fact that this unfunny, treacly comedy treads some very familiar ground (it rests somewhere between TV's "Will and Grace" and the annoying, but not nearly as awful "The Object of My Affection"), it also makes a serious case that Madonna can't act.

She's not the only one who should be embarrassed, though. The usually reliable Everett seems bored and uninspired in the role of Robert, a gay gardener who's unhappily single.

Also unhappily single is his best friend, Abbie (Madonna), a yoga instructor who's just broken up with her longtime boyfriend (Michael Vartan). After drunkenly commiserating about their sad personal lives and mourning a dead friend, somehow these two wind up in bed together.

Even more surprising is that she winds up pregnant, which leads her to an odd proposal — that the two of them live together, and raise the child, with no strings attached regarding their relationship.

For a few years, that arrangement seems to work well. At least until she begins dating Ben (Benjamin Bratt, from TV's "Law and Order"), a handsome investment banker who sweeps Abbie and her now 6-year-old son (Malcolm Stumpf) off their feet.

Threatened by that relationship, as well as the prospect that Ben might whisk the two off to New York, Robert becomes so desperate that he sues for joint custody — even though his case is shaky at best.

The film is bad enough as it is, but it's in this final third that things really get terrible. What humor there is dries up, and the one-note, wooden acting becomes strident and shrill.

Strangely, even veteran director John Schlesinger's timing is off, though his cast doesn't do anything to bail him out.

Everett, so funny in other films (especially "My Best Friend's Wedding" and "An Ideal Husband") seems like he's going through the motions here, though you really can't blame him, since he's acting against the mannequin known as Madonna.

In fact, of the performers, the only ones that come off OK are Bratt and Lynn Redgrave, who plays Robert's sympathetic mother.

"The Next Best Thing" is rated PG-13 for sexually suggestive conversation, profanity (including use of the so-called "R-rated" curse word), partial female nudity, as well as glimpses of nude photos and use of racial epithets.