Loving Annabelle: what is it about Catholic-school girls anyway? The sweetest taboo is revisited in a little movie that's managed to become a cult hit with lesbian audiences on MySpace and in festivals around the country.

"This film means something to a lot of people." Diane Gaidry is talking about the new big-buzz lesbian love story in which she stars, Loving Annabelle. The film hasn't had--and won't have--a run at your neighborhood popcorn cinema. But it's played more than 40 festivals, earning an armful of awards along the way, including Gaidry's Outstanding Actress honor at Outfest, the Los Angeles Gay and Lesbian Film Festival. Even more significant, thanks to its spicy trailer and MySpace presence (12,973 friends!), it's picked up a huge cadre of fans who haven't seen the film but hang on tenterhooks in anticipation of its DVD release this month.

"I went to a screening in Rochester [N.Y.]," says Gaidry, who grew up in nearby Buffalo and now calls Los Angeles home, "and one girl had come from Israel. She traveled from Israel to see the film!"

Director Katherine Brooks, a vet of reality TV (The Osbournes, The Simple Life, and more), has nailed the lesbian romance genre with her first feature. She tells an archetypal story that's equal parts taboo and fantasy fulfillment. Seventeen-year-old Annabelle, a headstrong but lonely student (at a Catholic girls' school, no less), sexually pursues her oh, so sensitive and repressed poetry teacher. (Spoiler alert!) They eventually hook up, but not without consequence.

It's an idea that has been hot since the 1931 German classic of student-teacher love, Maedchen in Uniform, which inspired the script for Annabelle. But Brooks says, "I wasn't really conscious of the controversial factor, because to me, Simone [Gaidry] has a really good heart and doesn't pursue Annabelle. At the time I was writing it, a lot of the teacher-student stuff was in the press, and people were so hard-core judgmental, [saying] the teacher's the villain, it's wrong. But you don't know these people, you don't really know the circumstance. I thought it would be cool to try and [show people] a circumstance where you could actually want them to be together and not think it's wrong."

It's easy for viewers to forget any scruples once the pair end up in bed--a scene that's steamy, believable, and a welcome relief afar an hour's worth of teasing interactions. "My biggest pet peeve with movies is when they build up sexual tension and then there's a kiss, pan to a hand-hold, and cut," says Brooks. "For me, the most important thing about the sex scene is that it is true to how two women have sex, and not the soft, touching-hair sex but when you're so passionate. It was Erin's first sex scene, and they just went for it. Some actors act, and some actors just are the characters. They just jumped and took the risk."

It helps also that the movie is shot beautifully, on film rather than video, and features an iPod-worthy soundtrack. Most important, Annabelle was cast to perfection, with Gaidry as teacher Simone Bradley and Erin Kelly as young Annabelle, the preternaturally mature daughter of a self-absorbed female U.S. senator.

Kelly's initial meeting with Brooks sounds like corny Hollywood lore. Brooks literally picked her out of the audience at a play they were both attending several years ago.

"Please tell me you're an actress," Brooks said at the time. Kelly, an actress since childhood, was then short-haired, with a sweet freckled faced. She was also newly arrived in Los Angeles after having attended college in New York. "I just had this feeling about Erin," says Brooks. "I set her up to get head shots and we started workshopping the script." The two even made a short film together, Finding Kate, as a sort of practice run. "Over the years I watched Erin grow into Annabelle, and Erin grow as an actress and a person."

"I think it was great we met as soon as I got here, because I hadn't gotten jaded yet," says Kelly, who grew up in San Diego and Colorado. "In Hollywood everyone's a producer, everyone's a director, everyone wants to help you out--but then, being fresh off the boat, I believed it. There was never a doubt in my mind that [this movie] would happen."

It almost didn't, at least not as planned. Three days before filming began, the actress cast as Simone dropped out, and Brooks almost played the part herself. But then her manager recommended a friend, Gaidry.

"I was hiking in Montana when I got the call," says the actress, who was recently seen in the independent feature The Dogwalker. "I came down the mountain and went into town to download the script. It really touched me." Three days later she met Brooks and Kelly for coffee and, without even auditioning, was given the part.

"They immediately had great chemistry," says Brooks. "Diane just kept looking at Erin and smiling ... and I got chills on my arm."

Those chills have been communicated to viewers as well. "It will surely enter our all-time top five lesbian films," says Maria Lynn, president of Wolfe Video, the film's distributor. "I think the theme of the Catholic girls' school is very enticing, the story of a youth growing up and figuring things out. And the girls are beautiful."

Yes indeed, but the inappropriate nature of their relationship--Annabelle is underage and Simone's student--induces cringes as well as thrills. "Simone does not set out to have a relationship with a student," explains Gaidry, "but she is in a very vulnerable emotional place. She opens up with Annabelle, and it happens. I don't think it's wrong, but I don't think it's right. I think life is very complicated, love is very complicated."

Of course, inquiring lesbians always want to know: Who's gay in real life among this group? Brooks doesn't go for labels, calling herself "open," but says she has primarily been with women. Gaidry has long been happily married to Dogwalker director Jacques Thelemaque. And Kelly?

"Umm ... I ..." Erin pauses for a full 10 seconds. Actors playing gay used to do everything but hire skywriting planes to declare their heterosexuality; now some hesitate, perhaps for fear of bursting gay fantasies.

Finally she answers, "I'm straight ... but I would be lying to say that I wasn't attracted to Simone and that I didn't desire and want to sleep with her. Because that was all true, emotionally. The line becomes blurred. It is me, but it isn't."

That line is key to the popularity of Loving Annabelle, and the emotional truth is right there on the screen. That's why this surprising little film has come to mean so much to so many.

Kort is author of Soul Picnic: The Music and Passion of Laura Nyro.