There's nothing wrong with Sex and the City 2 that couldn't be fixed by shaving 45 minutes off the running time and replacing Carrie Bradshaw with a character who isn't spoiled and unlikable. OK, I know "unlikable" isn't the right word, because obviously many people DO like her. But why? Because we love to fantasize about being wealthy and fabulous in the big city, caring only about clothes and shoes and red carpets and glittery parties? I enjoy frivolity as much as the next person, but I can't imagine finding the shallow world of Sex and the City entertaining for more than 30 minutes at a time. Once a week. On HBO. I've had friends who were like this. They're exhausting.

This 146-minute behemoth, once again written and directed by Michael Patrick King, picks up two years after the last film. Carrie (Sarah Jessica Parker) is still happily married to Mr. Big (Chris Noth), though she's disappointed to discover that married people don't go out every night of the week. Carrie has apparently never paid attention to the lives of her married friends, which, given what I know about Carrie, seems plausible.

Speaking of which, Charlotte (Kristin Davis) is being driven crazy by her bratty children, and is paranoid that her husband (Evan Handler) has the hots for their bosomy nanny, an Irish lass who is named Erin for the sole purpose of someone making an "Erin Go Braless" joke. The other married friend, Miranda (Cynthia Nixon), is happy at home but unhappy at work, in a subplot that is abandoned almost before it begins. I would complain about poor Miranda not getting a story line, but giving her one would only have made the movie longer.

Rounding out the foursome is Samantha (Kim Cattrall), who is attempting to stave off menopause with creams and pills. Samantha's policy toward sex is that she will have it, more or less with anyone, and when she isn't having it she will talk about it, wryly. Always wryly, like that honey-voiced narrator on Desperate Housewives. Cattrall delivers every line of dialogue as if it were a double entendre, including the ones that are barely single entendres.

The four of them take a trip to Abu Dhabi, the extravagant and opulent capital city of the United Arab Emirates. All the expenses are being covered by some dude Samantha knows, and Samantha entices the girls by insisting that they deserve a vacation somewhere nice, what with the crappy economy we've had here lately. And with that one line, the movie pays lip service to the real world, ignoring the fact that not one of these characters has actually been, you know, affected by the recession. Hey, it's enough that they're aware of its existence. Remember, Carrie didn't even know that married people often stay home in the evening. How could she be expected to know that some people don't have money?

Anyway, Abu Dhabi, fabulous place, but the local women mostly wear veils and burkas. This makes our heroines, in their hilarious haute-couture costumes, stand out even more than usual, and it leads the film to its real purpose, which is to express Female Empowerment. Sure, these gals may be superficial, sex-obsessed clotheshorses. But they know it. They embrace it. To drive the point home, they get up in an Abu Dhabi karaoke bar and sing "I Am Woman." Later, when Samantha's libido gets them in trouble with the local menfolk, they must don burkas as disguises in order to escape. You can see how outrageously daring they are being in their positive statements about Female Empowerment.

Oh, and Carrie's old boyfriend Aidan (John Corbett) shows up, bringing with him the movie's first actual dramatic conflict. And only 100 minutes in!

From a structural standpoint, Sex and the City 2 is a lot better than its predecessor, which frantically tried to cover too many things at once. The sequel has its main story line -- Carrie coming to terms with marriage not always being full of fun and whimsy -- and a couple of side plots, and generally stays focused on what it's doing.

The problem, not to put to fine a point on it, is that it's lumbering and unfunny. It's 146 minutes long and has, what, a dozen chuckles? (Most of those are in the first 15 minutes, when the gals attend a gay wedding. A very, very gay wedding.) Fans of the TV series may be interested to see what the ladies are up to now -- but fans of the TV series don't need a movie review to tell them that. For a casual observer, there is absolutely nothing of value here. And even for fans, it seems little effort has been made to explore the characters or expand on their world. Why bother, when you can just put some outlandish clothes on the ladies, give them some dirty puns to say, and point the cameras at them? This movie panders and condescends to its audience as blatantly as the Transformers movies do to theirs. It looks shallow and immaterial on the surface; digging deeper, you find it's even less valuable than you thought.