"I Love You, Beth Cooper" is so close to a worthwhile film.  With just a bit more polish and imagination, it could easily be one of this year's sleeper hits.  Sadly, both its direction and script are lacking and while it does offer a fantastic lead performance from Paul Rust and a nice, comic tone that keeps the proceedings light, there's a frustration from a film that could have been special with just a little more effort.

The film's first mistake is in its opening and rushing right out the door with valedictorian and super-dork Denis Cooverman (Paul Rust) admitting his secret love for Beth Cooper (Hayden Panettiere) in front of the entire graduating class even though he's never spoken to her.  He then goes even further, calling out the snobs, the bullies, Beth's psychotic boyfriend, and even his best friend Rich (Jack Carpenter) as a closet homosexual.  It's brazen introduction and it only works because of Rust.  He inhabits the character so completely that Denis, as stereotypically dorky and socially-retarded as he can be, always feels real.  But it's still a poor opening move because we never get to see Denis' life before his speech.  It's an understandable play at economy of time and trying not to get dragged down in exposition, but the film could have struck a stronger tone by providing a brief montage of Denis' life in high school.  We could learn how he saw all these people he called out and why they left such an impression for him to do so.  It would be invaluable with Beth because the entire film is about how his dream girl is actually a real person.

But the film is more comfortable in its comic exaggerations.  It's not cartoon-y per se, but it's certainly broad, with characters falling off roof tops and getting struck by cars.  Director Chris Columbus knows how to make it feel like a comic-strip come to life (even though it's based on a novel by Larry Doyle who also wrote the screenplay) but that approach eventually backfires as he tries to deepen the romance between Beth and Denis.  The plot is all about the misadventures Denis and Rich have on their graduation night due to Beth and her friends' wild antics.  But by the end of the film, I couldn't tell you how any of these characters had changed.  They certainly had fun and Denis got to see his dream girl as a real person but Panettiere never lets her guard down enough for us to see a transformation.  She's just a little too perfect so why it's understandable why Denis would see her as an ideal, there just doesn't seem to be any realism to her, certainly not in the way there is in Denis.

Most of "Beth Cooper" has to rely on Rust because his co-stars don't have much to provide.  Carpenter looks like a Jay Baruchel clone except half as funny and Rich's endless film quotes followed by citing the film, actor, director and year coupled with odd lapses into Spanish put the character in serious competition Leo Spitz (Ramon Rodriguez) of "Transformers: Revenge of the Fallen" as "Sidekick You'd Most Like to Murder, 2009".  He does have a little comic timing but nothing compared to Lauren Storm who plays Beth's ditzy friend.  Unfortunately, Beth's sidekicks (which also includes Lauren London) never feel like friends and don't seem to have any camaraderie among each other.

I know all these faults make it seem like "Beth Cooper" in unsalvageable but there are flickers of imagination between the flat supporting characters and comic-book tone.  We're provided with occasional flashbacks that are quite humorous, there's some nice dark and raunchy humor thrown in (considering its PG-13 rating), and I loved a towel fight scene in the style of an old Errol Flynn swashbuckler [Edit: I originally said "Errol Morris" who is known more for his documentaries than his swashbuckling].  But there's just not enough of that imagination on display.  A "Wonder Years"-style voice over may have helped or just more consistency with the flashbacks.  It's bizarre that the film is willing to show off these bits of greatness but then hew back to what's safe and predictable.

"Beth Cooper" is not a disaster and if nothing else, Paul Rust's lead performance made it worth my time.  But Columbus and Doyle had the freedom to do far more than they did and while it's thankfully not trying to be another "Risky Business", it's too insubstantial to be anything at all.

Rating ----- C