But Gretchen knew the film really barbecued some sacred cows when a lesbian angrily approached her after the film was screened at a festival in Provincetown, Massachusetts, often cited as the unofficial gay capital of America.

"She said the movie was proof of my own internalized homophobia," Gretchen recalls with some bemusement. "And she also told me, 'There's not enough licking and sucking.' I said that I like licking and sucking, too, but that's really not what the film's about. It's about discovering a whole new side of yourself when you least expect it."

Filmed in Dallas in 1994 using almost exclusively local actors and crew, Late Bloomers is a modest (total cost was $500,000, a pittance by most studio standards) study of unremarkable lives suddenly dragged under the harsh scrutiny of a disapproving community. Dallas stage, film and TV actors Connie Nelson and Dee Hennigan give incandescent performances as Dinah Groshardt and Carly Lumpkin, the gym teacher and principal's secretary who ignite like firecrackers when they realize their attraction to each other. Unfortunately, the glare blinds friends, co-workers and family in the process, compelling otherwise decent people to commit cruelties both accidental and intentional.

Along with their 32-year-old brother Stephen, who acts as co-producer for the film, Gretchen, 38, and Julia, 34, have been through meteoric highs and gutter lows as Late Bloomers was accepted at almost every prestigious film festival in the country, including, in 1996, Sundance. At each festival, the story was the same -- audiences were enthusiastic, but distributors were cool to the film's deliberate unhipness -- until the small but prestigious Strand Releasing chose to open the film domestically.

The company, which took over distribution of Late Bloomers in January, has mapped an unorthodox marketing strategy -- a film about midlife lesbian love makes its U.S. debut in Texas, not widely considered the most gay-friendly of states. After opening in Houston, Dallas and Austin, the movie will amble northward to Los Angeles, New York, San Francisco and other more traditional art-film stomping grounds.

The unidentified heartland setting of Late Bloomers couldn't be more commonplace, or the characters more humble in their aspirations and achievements. And yet the movie is a nimble, ingratiating little study of sexual anarchy. In fact, the film couldn't have been more subversive if it featured a pride parade full of drag queens and dykes on bikes. Director Julia Dyer sums up the theme as "It could happen to you," which only hints at the ambisexuality this well-acted movie serves on the fine china of the romantic comedy, that most reassuring of mainstream entertainments.

Mild-mannered, charming and honey-coated though it is, Late Bloomers takes some fairly insurrectionist positions. It champions the idea of gay marriage, which has replaced gay promiscuity as the outrage du jour of cultural traditionalists. Even more radically, the film suggests that labels such as "straight" and "lesbian" are often meaningless when applied to the complex course of an individual's lifetime. The women who fall in love no more think of themselves as "lesbians" than your average heterosexual high school employee. Yet their passion for each other overwhelms definitions of normalcy and renders radical politics irrelevant.

You wouldn't think a movie as gentle as Late Bloomers could offend anyone but the usual homophobic suspects, yet the Dyers have encountered resistance from every conceivable force in America's culture wars -- straights and gays, New York-L.A. sophisticates and inexperienced Southwestern investors, so-called "indie" film companies and the marketers who peddle their wares to art-house audiences.

For a supposedly non-political film, Late Bloomers has challenged a myriad of social and commercial taboos. And the Dyers are delighted, determined and exhausted from the fallout.

To settle the question that arises in many people's minds when they hear that two women filmmakers have made a lesbian love story, I ask Julia and Gretchen if they're -- you know -- that way. Their answers are as simple and complex as the uncertain sexual terrain traversed by their film's heroines.

"I consider myself bisexual," Gretchen says. "So people are surprised when I tell them I'm getting married in November -- to a man."

"Honestly, I hate that question," says Julia, "because it just allows people to peg you as a filmmaker, and explain your movie away. Let's just say I've known what it's like to fall in love with a woman."

The Dyers say that the idea for Late Bloomers came about not from their own love lives, but through their experience with a broader social phenomenon -- the public ritual known as a wedding.

"We had what we called our 'year of weddings,' where one friend after another was getting hitched," Gretchen recalls. "First we attended this legal, socially sanctioned ceremony for a man and a woman. It was this huge, lavishly catered $100,000 affair. Three months later, the couple had split and filed for divorce.

"Shortly after that, we attended a ceremony for two female friends in Austin. It took place under a canopy in someone's back yard. One set of parents had threatened to boycott, but at the last minute, they showed up -- these older, strait-laced people who'd put aside lifelong prejudices to stand by their daughter. In the middle of the event, rain came down like crazy. But that may have been the most beautiful wedding I'd ever been to. These women didn't have a church or a judge to support what they were doing, but that seemed to give the event even more importance. They couldn't afford to take the idea of marriage for granted."

Gretchen, the writing half of the duo, immediately began to mull over a story in which the impending nuptials of two women scandalize the townspeople who thought they knew them. "It was our intention from the start to make a movie not about urban lesbian culture, but two women who'd assimilated into the mainstream," Julia says. "You know, the people who get up every morning at seven, put on their lipstick and pantyhose, maybe even drive their kids to school and go to the office. These women are lesbians, too."

Which leads to a question -- just how "lesbian" are the women in Late Bloomers? The "L" word is mentioned only one time in the film's script, although neither of the two leads refers to herself as one. Late Bloomers was lesbian enough that Gretchen and Julia were compelled to hoodwink by omission and obfuscation the three Dallas schools, including one private religious institution, where they filmed (to this day, they won't reveal those locations), and it was also lesbian enough that a few otherwise enthusiastic Dallas heterosexual investors requested their names not be included among the end credits. Then again, it wasn't lesbian enough for one self-identified lesbian who considered investing in the project but declined because neither filmmaker chooses to describe herself as gay.

The "lesbian enough" issue also came up when the film was being marketed at various film festivals. "[At Sundance], the William Morris Agency came to us and expressed interest in representing the film," Gretchen says. "And there were some film companies, too, who said they were very interested. But ultimately, we encountered the same conflict with each one -- the acquisitions people liked it, but the marketers nixed it. They said, 'How are we going to sell a movie about lesbians in the Bible Belt in New York and Los Angeles?' Without some kind of hip, urban, in-joke lesbian sensibility, they complained that the film wasn't 'erotic' enough."

"The movie industry is one big loop," Gretchen adds. "Since most of the people work in either New York or Los Angeles, the attitudes in those cities have come to be confused with America's attitudes. Well, we love Go Fish, but we didn't want to make just another version of it. We never intended this film to appeal to the New York sophisticate. They have plenty of movies to call their own."

Ultimately, the Dyers ended up handing their film over to Los Angeles-based Strand Releasing, which is known not just for its roster of gay films, but also for handling the national rerelease of The Graduate and Marcello Mastroianni's last film. Strand, too, was concerned about the reaction of the coastal gay cognoscenti, which is one reason the decision was made to premiere Late Bloomers in Texas.

Still, regardless of the reason, there's something apropos about launching Late Bloomers in its home state. As Julia Dyer notes, "This is the story of so many lesbians who live in small towns across America. We've got countless letters and personal comments to make us think that." In that light, complaints about the movie not being sufficiently "sophisticated" matter little to the filmmakers.

In fact, a particularly proud moment for Gretchen was a telephone interview with a gay writer from Los Angeles who told her that he learned something from watching Late Bloomers -- though about heterosexuals instead of gays.

"This fellow lived in an urban world that was very gay-centric. He didn't have to encounter on a daily basis what the women in our film faced from friends and family," she recalls. "So he'd come to think of people who make homophobic comments as monolithically evil. He said, 'This movie was a window for me. I saw they weren't always the villains.' "

Late Bloomers.
Directed by Julia Dyer. With Dee Hennigan and Connie Nelson.
Not rated.
104 minutes.