'CARNIVALE' FREAKISHLY GOOD.

Byline: David Kronke TV Critic

'PEOPLE IN these towns,'' lazily muses ``Carnivale's'' mysterious Sofie, ``they're asleep all day at work, at home. They're sleepwalkers. We wake them up.''

Prepare to be awakened by ``Carnivale,'' something completely different from HBO, which trucks in the unexpected. Created by Daniel Knauf, whose only prior credit is a writing stint on ``Wolf Lake,'' which lasted longer as a punch line for late-night talk-show hosts than as a TV series, ``Carnivale'' has a severe beauty, a hardscrabble poetry and no end of mystery lurking in its shadows - more, certainly, than Knauf has deigned to reveal in the series' first three episodes available for review.

Set in the Dust Bowl during the Depression - the show's visual palette rarely drags itself out of the range of amber hues - ``Carnivale'' stars Nick Stahl (``Terminator 3,'' ``In the Bedroom'') as Ben Hawkins, whose past, present and future can only be described as, yes, mysterious. Ben's on the run from something and has healing powers with an unforeseen whiplash effect that nonetheless inspire strangers to declare, ``You're the one!'' to him. He also has an utter reticence to consider or come to terms with these harbingers of fate.

Brother Justin Crowe (Clancy Brown) shares with Ben the same restless nightmares - a soldier in the chaos of World War I; a tattooed man storming purposefully through darkened fields; explosions, revelations and sundry other apocalyptic visions. The two, however, have not met, as Justin tends his flock in a small California town, and woe to those who impede him from doing the Lord's will.

Ben is discovered burying his mother on a wind-blasted prairie by the denizens of Carnivale, an essentially cheerless smattering of carnies, freaks and self-styled visionaries. Samson (Michael J. Anderson), the diminutive big cheese of Carnivale - he answers only to the unseen and, certainly, mysterious force known simply as ``Management'' - has his reasons for hiring Ben, despite a slow economic spell for businesses trafficking in the amusing and abusing of the unsuspecting public.

The aforementioned Sofie (Clea DuVall), a haunted, headstrong tarot-card reader who communicates telepathically with her paralyzed but telekinetically empowered mother (Diane Salinger), is sweet on Ben - or, at least, as sweet as anyone surrounded by a bleak troupe of social outcasts can get. Ben, grumpy Gus that he is, feigns indifference. If Ben can be said to be responsive toward anyone, it's Ruthie (Adrienne Barbeau), the, um, snake charmer.

Others populating Carnivale include the lusty bearded lady (Debra Christofferson), Gecko the lizard man (John Fleck), the blind seer (Patrick Bauchau) and the Siamese twins (Karyne and Sarah Steben). They're a fun bunch. For his part, Brother Justin has his sister, Iris, who's just as repressed as he is.

Knauf's setup is, frankly, fascinating. He could go a little further in doing something with it, though. Through the first three episodes, he seems content to revel in creepy ambience and elliptical storytelling. The series, clearly, is driving toward a confrontation between Ben and Brother Justin - one side representing good, the other evil, and here's hoping Knauf's being a little coy about who represents which - but there hasn't been much in the way of startling revelations yet.

Samson and the blind seer know more about Ben than they're letting on, and Ben's beginning to realize the carnival relates somehow to his late mother and that soldier in his dreams: not much for three episodes. Knauf, in being so willfully stingy in dribbling out back-story, threatens to exasperate his audience after luring them in so artfully.

A certain style of TV has arisen, no doubt based upon showrunners' excursions into Hollywood's glamorous nightlife and their observations about the allure of that velvet rope outside trendy nightclubs - what's behind it is, to most folks, unseen and therefore all the more desirable. Creators of velvet-rope television, therefore, tantalize viewers with hints of complicated mythologies; the (never fully sated) hunger for more information impels viewers to stay tuned. A lot of cult TV subscribes to this strategy - ``The X-Files,'' ``Twin Peaks,'' ``Alias'' - but then, so do a lot of dismal failures, such as last year's ``Push, Nevada.''

As with those nightclubs, there's a certain arrogance informing such TV: the assumption that viewers will find the program so compelling they'll sit through all manner of obfuscation and artful dodging. And certainly, some viewers love this kind of TV, but then, they're the kind with hours to kill deconstructing programs in Internet chat rooms.

A couple of particulars evoke ``Twin Peaks'' - a pie-laden diner frequented by Brother Justin and the casting of Anderson, the mysterious dwarf of Agent Cooper's dreams - maybe even suggesting that show's inability to keep its surreal drama afloat. ``Carnivale,'' moreover, is a lot more somber, so if it heads south, it'll seem particularly pretentious.

In the meantime, though, Knauf has tinkered together an eerie skeleton upon which to flesh out his mesmerizing vision, to droop his murkily trenchant meditations on hard times and the harder people who survive them. In a dream visited upon Ben and Brother Justin, they're jointly told, ``Every prophet in his house.'' So far, Knauf seems plenty at home in ``Carnivale.''

David Kronke, [phone]

david.kronke(at)dailynews.com

CARNIVALE - Three and one half stars

What: Surreal fable of a Depression-era traveling carnival on a collision course with a straight-arrow preacher.

Where: HBO.

When: 9:30 p.m. Sunday; thereafter, 9 p.m. Sundays.

In a nutshell: Mesmerizing in its elliptical storytelling, but potentially off-putting if the writers persist in keeping viewers in the dark.

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Photo:

Clea Duvall and Nick Stahl star in HBO's ``Carnivale,'' a series set against a circuslike environment in the 1930s.