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In the movie's midsection, set during a solar eclipse, the characters revolve around each other in unpredictable orbits. In its own gentle, modest way, this sequence is as memorable as the suburban night scenes in "E.T." Writer-director Eric Mendelsohn gives us the dark side of the best side of Spielberg -- the uncanny evocation of the split-level emotions of American suburbia. In "Judy Berlin," neighbors are both easy and uneasy with each other, as if they've never adequately figured out how intimate they should be in a space that's neither city nor country. They devote inordinate energy to maintaining their homes, but they know that the sign of health and initiative is "getting out of the house." Routines that appear eternal, whether in schoolrooms, diners or playgrounds, can be sources of comfort or traps.

Throughout, Mendelsohn depicts the inertia of a well-kept suburb in Long Island as humorous, voluptuous and harrowing. He shows how that inertia prods the would-be actress of the title (played by Falco) and casts an odd nostalgic spell over her one-time classmate, the depressed, failed filmmaker David Gold (Aaron Harnick). Judy, 32, who's been performing as a historical re-enactor at the Colonial-era History Village, and David, 30, (she was left back and he skipped a grade), run into each other right before she sets off for California. David has just returned from there with ambitions stymied, retreating to his old bedroom and never leaving the family house.

Michael Sragow Michael Sragow's column appears every Thursday in Arts & Entertainment + Archives

Over the course of a fall afternoon, Judy and David exchange daydreams -- an apt thing to do during the solar eclipse. At the same time, Judy's estranged schoolteacher mom (Barbara Barrie) and David's buttoned-up principal dad (Bob Dishy) skirt around their own long-simmering attraction, while David's whimsically exuberant, psychologically fragile mother (Madeline Kahn) takes to the streets as a self-described "space explorer." For movie audiences who know Kahn only from her inspired clowning for Mel Brooks (especially in "Blazing Saddles" and "Young Frankenstein"), her Alice Gold will come as a revelation. Kahn combines theatricality and insight -- her performance has an extravagant subtlety.

A year ago, when Falco's star was just beginning to rise with the first season of "The Sopranos," Mendelsohn won the best director award at Sundance for "Judy Berlin" -- which then went begging for distribution. But it will be the keynote event for the "Shooting Gallery Film Series" when it screens for series subscribers in 17 cities on Feb. 21, before settling in on Feb. 25 for two-week runs. Five other films will follow this pattern.

Like "Judy Berlin," each entry has been a film festival favorite, and each has the potential to be held over if it rouses popular support. Shooting Gallery, which calls itself "the only independent film studio in the nation," has rounded up enough corporate sponsorship for promotion and advertising to make these films visible even in a glutted marketplace. (The national information number is (877) 905-3456; there is also a Web site.)

When I spoke to Mendelsohn, who is 35, in San Francisco, he was delighted that his work would finally be seen coast to coast. Coincidentally (or maybe not), the SG Film Club headquarters is in Farmingdale on Long Island, N.Y.

Until I was 7, I lived in Roosevelt, Long Island; later, when I was in college, my family moved to Rockville Centre, Long Island. So your movie hit very close to home for me.

Rockville Centre, at least how I remember it when I was younger, is the kind of town I was talking about in "Judy Berlin." It had a weirdly old-timey kind of feel to it. Didn't it have a raised train path? I loved that -- it made it look like something out of a children's book about what a town should be. That was the feeling the "Judy Berlin" town was modeled on. Towns like that don't exist anymore. You can't go to a place that doesn't have a TCBY or Ben and Jerry's.

Where did you grow up?

Old Bethpage, where the restoration village is.

Was the movie shot in the actual Babylon, Long Island?

No, parts of it were Old Bethpage, parts of it were Farmingdale. We just used the Babylon name.

Babylon is a town I thought had a funny name when I was growing up. I made the mistake -- which my parents still find very funny -- of coming home from Hebrew school after learning about the walls of Jericho falling down, and saying, "I can't believe that: two towns away all this Biblical stuff is going on."

Of course -- Long Island has a Jericho and a Babylon.

I had invested as much mythology in the places where I grew up as if I had been born in Athens. There's gotta be stuff here that I don't know about, and if I dig deep enough in the earth, I'll come upon Doric columns and shards of vases. It was a disappointment to realize as a high school student that none of that was true.

So how did you get from Old Bethpage to, uh, Babylon?

My parents still live in Old Bethpage. I went to SUNY Purchase to study oil painting. I met Edie Falco there, and I met Rocco Caruso, who produced "Judy Berlin." I scammed my way into auditing all the classes in the film department, and somehow graduated from the visual arts department with a 15-minute film as my senior project, which Edie was in. I started working for Woody Allen and other directors in the costume department.

During the time I worked with Woody Allen on a lot of films, I made a film, "Through an Open Window," which Anne Meara stars in. That got a lot of attention, which was the most damaging thing that could have happened. I went to Cannes with it, it was on Bravo every five minutes -- it really paid back the $250 they paid for it. And I went on "The Tonight Show" with Jay Leno. As I said, it was the worst thing that could have happened, because I suddenly felt very pressured to be a filmmaker, whereas up until then I had been enjoying myself.

It hadn't been a dream of yours to be a filmmaker?

It was unexpressed even to myself. Meaning, I'm not the kind of person who can put my fist down on the table and say, "I'm a filmmaker. I'm an auteur. Move over, Chabrol!" I can't. In the back of my head was: If I could do the kind of thing I love, maybe I could emulate Jacques Demy, Hitchcock and Truffaut, and, of course, Jean Renoir. I didn't know how I was going to do it, though, and I didn't even allow myself to think of how I would do it. It was too big a step for me.

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