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Faye Dunaway, Peter Fonda, Blythe Danner, Jack Palance and Peter Riegert lead the cast of Back When We Were Grownups, a Hallmark Hall of Fame original movie for CBS based on the novel by Pulitzer Prize winner Anne Tyler. Ron Underwood has been tapped to direct the telefilm, which also will feature Ione Skye, Betsy Brandt, Stacy Edwards and Blake Lindsley. Susanna Styron and Bridget Terry (Lifetime's Crossing the Line) adapted Tyler's book for the small screen, with Richard Welsh and Brent Shields executive producing.

A well-meaning, would-be heartwarming exercise, "Shadrach" marks the feature debut of director Susanna Styron and is based on a short story by her father, novelist William Styron. Although intermittently touching, this tale of a 99-year-old former slave asking to be buried on the site of the plantation where he was born doesn't pack the dramatic wallop necessary for the big screen.

What would have made a perfectly respectable entry for the "Hallmark Hall of Fame" series of telefilms will turn out to be a complete nonstarter commercially.

Set in 1935, the story centers on 10-year-old Paul Whitehurst (Scott Terra), whose grown-up alter ego narrates the tale, told in flashback style (Martin Sheen provides the voice). Living a comfortable middle-class life in a small Virginia town, Paul leads a normal existence, marred only by the life-threatening illness of his mother. Whenever he can, he visits the Dabneys, who have fallen on hard times and live on the remnants of the aristocratic plantation owned by their ancestors. Headed up by the irascible Vernon (Harvey Keitel), a part-time bootlegger, and his loving wife Trixie (Andie MacDowell), the family includes seven children.

The story's events are set in motion by the arrival of the dignified and nearly dead Shadrach John Franklin Sawyer), who has traveled by foot all the way from Alabama to die and be buried on the land where he grew up. Initially horrified by the request, Vernon eventually agrees to help when his family takes the helpless old man to their hearts. Unfortunately, state laws prohibit Shadrach from being buried on private property; whatever narrative suspense the film holds lies in whether the family will be able to honor The Old Man's dying request. One guess as to the outcome.

Keitel, giving his usual well-modulated and thoughtful performance (the Southern accent is the only jarring note), and MacDowell, in an unusually earthy turn, do their best to enliven the thin material. Sawyer, an 84-year-old former postal worker with no previous acting experience, provides a luminous physical presence as the gentle Shadrach, and Terra is a wonderfully unaffected and natural child performer.

But the film is far too mild and slow moving to garner much interest, and director Styron, although making a respectable feature debut, doesn't yet possess the stylistic assurance necessary to provide greater resonance to the sentimental story line.

SHADRACH

Sony Pictures Entertainment

Director: Susanna Styron

Screenplay: Susanna Styron, Bridget Terry

Executive producers: Jonathan Demme, Steven Shareshian, Avi Lerner, Danny Dimbort, Trevor Short, Elie Samaha

Producers: Bridget Terry, John Thompson, Boaz Davidson

Director of photography: Hiro Narita

Film editor: Colleen Sharp

Music: Van Dyke Parks

Color/stereo

Cast:

Vernon Dabney: Harvey Keitel

Rixie Dabney: Andie MacDowell

Shadrach: John Franklin Sawyer

Paul Whitehurst: Scott Terra

Little Mole Dabney: Daniel Treat

Edmonia: Monica Bugajski

Lucinda: Erin Underwood

Middle Mole: Jonathan Parks Jordan

Mrs. Whitehurst: Deborah Hedwall

Mr. Whitehurst: Darrell Larson

Running time -- 95 minutes

No MPAA rating...

SHADRACH

(Screened Thursday)

A period piece -- set in Virginia in 1935 as a 99-year-old slave returns to his former plantation to die and be buried among kin -- was the stirring opening-night offering at the Los Angeles Independent Film Festival.

Graceful and touching, "Shadrach" is highlighted by a splendid performance by Andie MacDowell and an appropriately surly turn by Harvey Keitel. Prospects look best for "Shadrach" as an art house offering; however, the real afterlife of this luminous film will be on cable. "Shadrach" can win the hearts and minds of a wide range of viewers; namely, it can play just as successfully on the Sundance Channel as on the Family Channel.

Both spare and robust, the saga is, above all, a portrait of man's dignity and how respect is won and lost. Adapted from a William Styron short story, the film centers on the open observations of 10-year-old Paul (Scott Terra) and what he learns about life and death during one unforgettable weekend when his parents are away and he spends time with a ne'er-do-well clan, the Dabneys. Prosperous plantation owners in the 19th century, they've disintegrated to subsistence living, unable to scratch out a living on their tobacco-drained soil. But, as Shadrach remembers it from his youth, the Dabney plantation was once a great place, and he wants to be buried in the slave graveyard with his family and friends.

Abounding with raw irony and scrappy insights, "Shadrach" is a rich film about human failing and kindness. The central story is simple, and from this simplicity screenwriters Susanna Styron and Bridget Terry mine its kind themes. Admittedly, the duo sometimes overstretches with dewy fulminations on life and death, but these are minor quibbles. Under Susanna Styron's steady directorial hand, the yarn is fleshed out through rousing technical contributions, namely cinematographer Hiro Narita's telling compositions and composer Van Dyke Parks' twangy sounds.

MacDowell shines as the beer-swigging wife of Vernon Dabney. Alternately sucking on cigarettes and guzzling beer, it's a grainy, intelligent portrayal of a poor woman somewhat overwhelmed by life's situation but whose spunk and dignity enrich those around her. As her beleaguered husband, Keitel ventures into new territory -- geographical, that is. Southern Virginia is a long way from Scorsese-land, yet Keitel's coiled frustration is perfect for his role as a father who doesn't have much more than a pot for pissing. As the elderly slave, newcomer John Franklin Sawyer is well cast. His granitelike countenance belies an inner tranquility; through his stony eyes we see a being who has lived a full, abundant life. It's on the shoulders of Terra, as 10-year-old Paul, that the film rests, and the young fella is up to the weight. His bright performance smacks of a perceptive but ordinary kid, making his actions and observations all the more heartfelt.

Duane Byrge

PANTS ON FIRE

(Screened Saturday and Sunday)

This is a sleek attempt at a triangular black comedy in a middle-class, yuppie-American setting, but the storytelling is neither as savage nor as concise as it should be; none of the thorny, central issues is resolved. The pivotal character, Julie (Christy Barron), is having an affair and lying through her teeth about it, and as the fibs pile up and start to contradict, her people-pleasing grin turns stiff and desperate.

Writer-director Rocky Collins supplies some sharp dialogue, and there are several deft performances, notably Harry O'Reilly as Max, the deceived husband, an ambitious attorney who is touchingly soft around the edges.

David Chute

CITY AT PEACE

(Screened Sunday)

A stirring, emotional experience to watch, "City at Peace" is an involving but conventional documentary from the award-winning team of director Susan Koch and producer Christopher Koch. Focusing on several teenage members of the Washington City at Peace theater project -- who create, produce and perform in their own musical production -- the shot-on-video work is best suited for TV and cable, though limited theatrical exposure in major markets is a possibility.

One weeps for high schoolers Pam, whose brother is HIV-positive; Shanara, whose father is a terrible liar; and D'Angelo, whose brother was killed on the streets. These real-life stories and many more are incorporated in a lively stage musical destined to premiere at the restored Warner Theater, with most of the film following the mixed-race performers through sometimes-wrenching "exploratory exercises" and exhausting rehearsals.

"City" provides updates about the eight principal subjects, all of whom are talented and tough enough to keep trying to overcome troublesome pasts. The messages of never giving up hope, gaining self-respect, cultivating tolerance and promoting racial harmony come through loud and clear.

David Hunter

MR. JEALOUSY

(7:30 tonight, DGA 1 & 2)

There are couple of good laughs in Noah Baumbach's "Mr. Jealousy", a generally sluggish follow-up to his 1995 indie hit "Kicking and Screaming". An amiable comic turn by Carlos Jacott as a good-hearted stuffed shirt of a Manhattan yuppie is responsible for most of the guffaws. In the strongest sequence, Jacott's Vince turns up at a group therapy session under an assumed name, sporting an ascot and a briar pipe, rattling on desperately in a fake accent that vacillates between high-toned Oxbridge English and Highland Scot.

The movie could use a few more interludes of pure, explosive foolishness; most of the time it mopes along, infected by the bummed-out mood of the title character, a sullen, blocked writer named Lester Grimm (Eric Stoltz). He's a vacuum in human form, leeching the zest out of every scene he's in -- which is almost all of them. In fairness to Stoltz, the role is pretty narrowly defined; Lester's pathological jealousy, a lifelong ailment that happens to be focused at the moment upon the past affairs of his forthright girlfriend Ramona S(Annabella Sciorra), is practically all we know about him.

The group therapy subplot, at least, is consistently entertaining. Writer-director Baumbach has real flair for the comedy of embarrassment and social awkwardness, but he's burdened himself with a protagonist so opaque that not even wall-to-wall, voice-over narration offers much illumination. Jealousy can be such a baroque, extravagant emotion; it's a shame to waste it on a simp like Lester Grimm.

David Chute...