LOS ANGELES? - One can't make up characters like this: Joe Conforte, who owned the first legal brothel in the U.S., the Mustang Ranch outside Reno, Nev.; his wife, Sally Burgess Conforte, daughter of a prostitute; or world-class Argentine boxer Oscar Bonavena, shot dead at that ranch in 1976, allegedly for having an affair with Sally. Then again, why would one want to?

"Love Ranch," opening June 30 in limited release, struggles to make a meaningful drama about these tacky whoremasters, ex-cons, tax cheats and one washed-up fighter. Thanks to the great Helen Mirren as the wife and Spanish actor Sergio Peris-Mencheta as the boxer, the film does create a convincing portrait of a late-flourishing love that takes everyone by surprise. Most of all, Mirren suggests how running such a sleazy business can grind down anyone's humanity and happiness. Then her exposure to another damaged soul changes everything.

"Ranch" has a couple of marketing hooks. One, of course, has the Oscar-winning actress who played Queen Elizabeth now playing a different kind of queen, a fact acknowledged when her husband (Joe Pesci), cries out, "Who do you think you are? The queen of f---in' England?!" The other is that this is the first time she has worked with her husband, director Taylor Hackford, since they met on the set of "White Nights" in 1985.

Whether these are strong enough to attract adult viewers curious to see Mirren as a brothel queen is unlikely. The film seems like one of those cable television films that looks at bizarre-but-true news stories in greater and often fictional detail. So perhaps the film will play better in the living room.

Names have been changed -- Joe is now Charlie Bontempo, Sally is Grace and Oscar is Armando Bruza -- but the facts have been modified only slightly. Perhaps the biggest alterations involve the health conditions of the wayward lovers. Let's just say Grace and Armando have reasons to believe that life is short.

The Grace-Armando dynamics are slow to heat up. To Grace, bringing a former champ out to the ranch to train and for her to manage is just another one of her husband's not-always-successful entrepreneurial schemes. Armando wants to win her over, though, because he senses who really runs things at the ranch. As he does so, the two discover they have much in common.

Then a brief shaft of light, a brief flash of optimism, darts through their dreary lives. The screenplay by journalist Mark Jacobson probably doesn't do justice to the Joe/Charlie character. The role is thinly written as a crude jerk, and Pesci plays him as another of his hot-headed Italians that long ago became tiresome. Despicable as he is, Charlie is a force of life, and one doesn't get that here.

Give the film credit for showing that life in a brothel -- in this case, trailers and prefabbed buildings stuck out in the Nevada desert -- is anything but glamorous or sexy. It looks like work, drudge work for tired prostitutes, who look at times like characters in a zombie movie.

Standouts are Gina Gershon as a veteran hooker who nicely maintains her looks but can't help delivering truth-seeking wisecracks, and Scout Taylor-Compton as probably the youngest, who still is naive enough to think throwing sexual favors at her male boss will help her.

The period details of 1970s Reno and the vintage looks of the hookers are done without fuss or muss. The Love Ranch looks like a prison compound with its guard tower and fences along with trailers outside that the owners rent to low-income families in exchange for votes that help the owners' political situation. If any film about prostitution can be called anti-erotic, then "Ranch" surely is it.