A year and a half ago, we got Drive-Away Dolls from the eccentric husband/wife team of Ethan Coen and Tricia Cooke. The film was a neat lesbian spin on the kind of pitch-black crime thriller comedy that Coen and his big brother Joel made their name on. Unfortunately, the film could never quite settle on a consistent tone or internal logic, and the parts never quite came together into a satisfying whole.

Imagine my surprise when I first heard of Honey Don’t!, the second in an intended “lesbian B-movie trilogy” from Coen/Cooke. Margaret Qualley once again stars as an out and proud lesbian in a crime thriller comedy, but this one was made and marketed as a more straightforward neo-noir. The genre certainly makes for a far more reliable template than the road comedy previously attempted, and the cast this time around is far more solid. (With all due respect to Geraldine Viswanathan and her fine work in the previous film, Aubrey Plaza is far more demonstrably capable as an actor in this lane.)

I had hoped for a film that would be a more refined second draft of what we got last time. What we got was Strike Two. A nearer miss, granted, but a film that started out just as strong and fell to many of the same problems.

Qualley plays Honey O’Donahue, a cynical and sharp-witted private eye with a predilection for hard drinking and one-night stands. The plot begins when a prospective client no-shows an appointment on account of dying in a suspicious car crash. Naturally, Honey goes digging and finds connections to a shady church run by a crooked and creepy preacher (Reverend Drew Devlin, played by Chris Evans).

The supporting cast includes Corrine (Talia Ryder), Honey’s rebellious teenage niece, one of something like a dozen kids born to Honey’s sister (Heidi, played by Kristin Connolly) with another on the way. We’ve got Spider (Gabby Beans), capably playing the archetypal razor-sharp put-up on assistant to our sleuth. Charlie Day plays Marty, a schlubby police detective who refuses to accept that Honey is exclusively gay. Which brings us to MG (Plaza), the uniformed police officer who serves as Honey’s primary love interest.

All the classic noir tropes and archetypes are here, but with a modern and sexy lesbian twist. The cast is wonderful across the board, the comedy works nicely, and we get the typical Coen Brothers knack for coaxing memorable turns from the slightest background characters. On paper, this movie should’ve worked superbly well. Here’s why it doesn’t.

First of all, the characters are disappointingly one-dimensional. Nearly all the characters in this movie are either one-joke bit parts and/or noir archetypes and none of them are given the chance to grow beyond that. The only major exception comes at the climax, when a character acts so abruptly and inexplicably out of character that it sends the whole movie flying off the rails at the worst possible time. Granted, the actors are all making a meal out of what they’re given, playing to the cheap seats and infusing raw charisma where actual character development should be.

Secondly — as with most noir stories — this one revolves around a central mystery. Trouble is, we’re told what’s going on, who the killer is, and why the murder happened pretty much immediately. Thus we’re stuck watching Honey through the entire runtime and waiting for her to catch up to what we already know. Not a good setup for a crime thriller.

So, if the central mystery doesn’t work, at least we can enjoy watching all the various characters and storylines. Maybe this will be one of those movies that builds up to some huge set piece when all the subplots collide into a big finish. No such luck. Most of the potential storylines and bit players are confined to a single scene each. Even when they’re not, most of the major storylines are quickly and neatly resolved, and with little if any involvement from our protagonist.

There comes a point roughly 70 minutes into this movie when the filmmakers seem to realize “Oh shit, we don’t have a climax!” When the mystery has already been resolved and almost all the storylines have been completed of their own accord, what the hell do you do for a big finish? In the case of this movie, they slammed the brakes and went for the sloppiest heel-turn I’ve seen in a good long time.

Honey Don’t! is one of those deeply frustrating cases in which all the pieces are there, but they were put together in the wrong order. Granted, the film is worth seeing for the talented cast, the beautiful visuals, the devilish sense of humor, and those scorching-hot sex scenes. This film had literally everything it needed except a functional plot — why the nine hells does this keep happening to Coen/Cooke?!

At least it’s a brief movie at only 90 minutes, but another ten or twenty minutes to develop the plot and characters might’ve done some good. The best I can do for this one is a rental recommendation.