'BEAUTIFUL GIRLS' A GUYS-COMING-OF-AGE MASTERPIECE.

Byline: Amy Dawes Daily News Staff Writer

"Well, I'm at the station, but I can't get on the train," Tom Waits sings in one of his bluesy laments. That pretty much sums up the small-town guys in "Beautiful Girls," all pushing 30 and unable to get their lives unstuck.

Their hang-up is the idea that as soon as they commit to any ordinary female, the very next one who comes along will be the beautiful girl, the curvaceous container of all magical hope and possibility, the one who could have transformed their ordinary lives into an everlasting state of grace. And there they'll be, rings through their noses, out of luck.

Pals since high school, they live in the snowbound Massachusetts hamlet of Kings Ridge, a place where nothing changes but the seasons, and spawning the next generation is the basic life plan.

That means the girls in town - portrayed as realistic, funny and possessed of that double-X-chromosome advantage in maturity - haven't much choice but to sit around and wait.

Each of the knuckleheads has his own particular problem. Tommy (Matt Dillon), the high school hero who now operates a snowplow for a living, lost the girlfriend of his glory days (Lauren Holly, as a manipulative vixen) to a richer guy. But she's still willing to sleep with him behind her husband's back, an arrangement that's spoiling things between Tommy and his overly devoted girlfriend Sharon (nicely underplayed by Mira Sorvino), who has gone bulimic over it all.

Another guy, the pin-up obsessed Paul (Michael Rapaport), blew off his waitress girlfriend (Martha Plimpton) when she gave him an ultimatum after seven years. Now she's seeing someone else, which makes him berserk.

Then there's Willie (Timothy Hutton), the one who had ambition and left town to make it as a musician in New York. Now he's back, his dream in tatters, and his feelings about the lawyer girlfriend he left in New York (Annabeth Gish) deeply ambivalent.

Piercing Willie's gloom is the sudden appearance of a new girl next door, 13-year-old Marty (played by Natalie Portman, who first made her mark in "The Professional"). Startlingly intuitive, she sums up his life situation with alacrity, reducing his Hamlet-size dilemmas to something he can laugh at. The beguiling brat is utterly captivating, and Willie, at 29, finds himself in the slightly absurd position of wondering if he can wait long enough for her to come of age.

As the plot heats up, Tommy's girlfriend finally slams the door on him, Paul's girlfriend rejects his too-late marriage proposal, Willie's girlfriend arrives from the city, and an impending high school reunion brings everyone's lack of progress into sharper, more depressing focus.

And then, in the middle of all of this, the beautiful girl (played by the eminently qualified Uma Thurman) does come along, and, well - you'll have to see the movie to find out what the guys find out. To everyone's credit, it's as fresh and engaging as most everything else in this sparkling movie, which easily qualifies as the best guys-coming-of-age comedy since "Diner."

The combination of Scott Rosenberg's funny, unusually well-written screenplay, a terrific cast and the well-suited talents of director Ted Demme ("The Ref," "Who's the Man?"), who cut his teeth on music video and is approximately the same age as his cast, make this a well-targeted character comedy that really flies and should connect solidly with the same audience that has made hits out of "Friends" and "Seinfeld" on television.

Rosenberg, who also wrote the currently playing "Things to do in Denver when you're dead," has a showy, free-flowing way with dialogue that mostly eschews profanity in favor of genuine creativity - a welcome trend.

Unlike in many ensemble movies, each character makes his mark as a person rather than a stereotype - a tribute to all concerned - and the speechifying that comes tumbling out of various mouths usually is comic and delightful.

Rosie O'Donnell, as a beauty salon owner who has washed her hands of men and has nothing to lose, gives an applause-worthy tirade as she barges through town with two chagrined guys in tow, like a tugboat blasting off steam.

And the wistful scene at an ice-skating pond between Willie and the underage Marty, as they play with the possibility that they could ever be lovers, should go down as one of the more magical passages in romantic cinema.

From a variety of angles, the movie makes its point about beautiful girls, without ever hitting us over the head. These guys may spend most of their lives shoveling real and emotional snowdrifts, but this is one of the few movies around that actually clears a path worth taking.

The appealing, mostly hard-edged soundtrack, which contributes to the Neil Diamond revival by including "Sweet Caroline" - has a retro-'70s feel that's fitting for the mind-set of the guys and their town.

THE FACTS

The film: "Beautiful Girls" (R; adult situations, language).

The stars: Timothy Hutton, Matt Dillon, Michael Rapaport, Uma Thurman, Natalie Portman, Mira Sorvino, Lauren Holly, Annabeth Gish, Martha Plimpton, Max Perlich, Rosie O'Donnell, Noah Emmerich, Pruitt Taylor Vince.

Behind the scenes: Directed by Ted Demme. Written by Scott Rosenberg. Produced by Cary Woods. Executive producers, Bob Weinstein, Harvey Weinstein, Cathy Konrad.

Running time: One hour, 50 minutes.

Playing: Citywide.

Our rating: Four Stars.

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PHOTO

Photo With Timothy Hutton in tow, beauty salon owner Rosie O'Donnell barges through town in "Beautiful Girls."