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PARK CITY, Utah -- A competition entrant at Sundance, "All Over Me" boasts two fine lead performances from Alison Folland and Tara Subkoff as a pair of 15-year-olds whose friendship is tested by their own uncertain quests for self-identity and self-expression. Although flecked with perceptive insights into the special friendships that teenage girls develop with each other, the film's skimpy narrative never jells to full dramatic dimension, usually falling flat with pat plottings.

Selected theaters in urban areas are likely to be the only venues that will draw a modicum of moviegoers, essentially young females, to this underdeveloped Fine Line release.

Claude (Folland) and Ellen (Subkoff) spend nearly every waking moment together, usually in Claude's bedroom, talking boys, bands and personal stuff. The band talk usually comes from Claude, who is intent on forming a "girls' band," while Ellen chatters more about guys, preoccupied as she is with impressing a neighborhood hunk (Mark Carter).

It's clear they're more than friends, they're family to each other -- Ellen's parents are divorced and Claude's mother is preoccupied with her new beau. They're soulmates, but like friendships at this adolescent level, they're not in sync on a sexual/social level: Dishy, lithe Ellen is clearly attracting male notice and primping to the max, while plain, frumpy Claude is largely unnoticed by the neighborhood guys and munching to the blues.

The two friends are tugged in different directions and the fact that Ellen's macho male boyfriend is a loutish thug grates noticeably on the good-hearted Claude.

At its most poignant and vital, "All Over Me" paints a realistic picture of the uncertainties and insecurities that characterize the awkward times of adolescence, the transition from girlhood to womanhood when individuality and finding oneself is usually a series of lurches and bounces.

While Claude and Ellen are at a breaking point, essentially over Ellen's foray into bad-boy land, screenwriter Sylvia Sichel has solidly etched the underlying strength of the two girls' bonds and the long-term depth of their friendship. However, the overall scenario is narratively lackluster, largely because the supporting characters are not much more than cardboard-deep.

As the kind-spirited Claude, Folland's performance is a gem, a credible mix of clumsiness with maturity. Subkoff as the desperate-to-please Ellen is similarly strong, a terrific and credible blend of contradictions. Among the supporting cast, Leisha Hailey stands out as a gentle singer whose tender ways touch Claude.

Undeniably, the strength of the film is in the performance, reflective of director Alex Sichel's character-savvy workings; unfortunately, the visualization is less assured, including some tentative camera movements and compositions. Director of photography Joe DeSalvo's sharp shadings, however, are a tonal highlight as are Victora Farrell's character-crisp costumery. Composer Miki Navazio's minimalist, astringent score captures only a side of the girls' friendship and spirit.

ALL OVER ME

Fine Line

Producer Dolly Hall

Director Alex Sichel

Screenwriter Sylvia Sichel

Executive producers Andreas Buhler,

Stephen X. Graham, Nina M. Benton

Director of photography Joe DeSalvo

Production designer Amy Silver

Editor Sabine Hoffmann

Music supervisor Bill Coleman

Composer Miki Navazio

Costume designer Victoria Farrell

Casting Lina Todd

Color/Stereo

Cast:

Claude Alison Folland

Ellen Tara Subkoff

Mark Cole Hauser

Jesse Wilson Cruz

Claude's Mom Ann Dowd

Lucy Leisha Hailey

Luke Pat Briggs

Gus Shawn Hatosy

Don Vincent Pastore

Running time -- 90 minutes

MPAA Rating: R...