An aspiring rock musician who manages a New Orleans eatery where the only bill of fare is breakfast cereal, Neal is a reflexively sarcastic deadbeat whose equally sour girlfriend, Pussy Katz (Zooey Deschanel), shares his bohemian dream of traveling the country in an Airstream trailer, making music and art.

The walls of the restaurant, called Flakes, are lined with cereal boxes, including rare discontinued brands. As customers slop up exotic combinations, the movie suggests a deadpan spoof of gourmet fetishism. One house specialty ? chocolate-flavored grains steeped in chocolate milk ? sounds particularly nauseating.

Owned by Willie (Christopher Lloyd), a decrepit hippie geezer with mad-scientist hair, Flakes limps along as a hangout for deadbeats until a bright-eyed yuppie visitor, Stuart (Keir O'Donnell), proposes turning it into a lucrative franchise. When Willie and Neal express no interest, Stuart establishes a rival Flakes across the street, and the New Orleans cereal wars begin.

Hoping to put Stuart out of business, Neal begins playing dirty tricks, the nastiest of which is the distribution of fliers to the homeless promising 10 free bowls per customer at his rival's establishment. The prank sets off a near-riot that Stuart skillfully turns to his advantage.

Neal's new live-in relationship with Pussy begins to curdle when she turns traitor and goes to work for the competition, hoping that the demise of the original Flakes will leave Neal with time to finish his CD. If the name of his band, Cereal Killers, is perfectly chosen, its music is a joke.

Once lawyers become involved in the dispute, the movie's anti-establishment attitude evaporates, as does the teeny bit of levity ?Flakes? has generated.

FLAKES
Opens on Wednesday in Manhattan; also on Video on Demand.
Directed by Michael Lehmann; written by Chris Poche and Karey Kirkpatrick; director of photography, Nancy Schreiber; edited by Nicholas C. Smith; music by Jason Derlatka and Jon Ehrlich; produced by Gary Winick and Jake Abraham; released by IFC First Take. At the IFC Center, 323 Avenue of the Americas, at Third Street, Greenwich Village. Running time: 1 hour 24 minutes. This film is not rated.

WITH: Aaron Stanford (Neal Downs), Zooey Deschanel (Miss Pussy Katz), Christopher Lloyd (Willie), Frank Wood (Bruce), Ryan Donowho (Skinny Larry), Izabella Miko (Strawberry) and Keir O'Donnell (Stuart).