'ME' WITHOUT ANY SYMPATHETIC CHARACTERS.

Byline: Bob Strauss Film Critic

IN ``ME WITHOUT YOU,'' a toxic friendship is examined over the course of two decades and then, contrary to all on-screen evidence, is endorsed.

Admittedly laced with autobiographical material by writer-director Sandra Goldbacher (``The Governess''), the movie wallows as much in nostalgia as it does in co-dependency. With a combination of sharp observational touches and heightened soap-opera plotting, Goldbacher takes us on a magical misery tour of punk-era England as seen through the eyes of two middle-class, emotionally needy neighbors: manipulative extrovert Marina and smart, esteem-deficient Holly.

The product of a roving pilot father and a pill-popping, glamorous mother (played by an unnervingly persuasive Trudie Styler), Marina (Anna Friel) is pretty, promiscuous and in the annoying habit of stealing her best friend's beaux. Jewish Holly, played by ``Dawson's Creek'' bad girl Michelle Williams with ineffectively drab brown hair, is repeatedly told she's unattractive by her stick of a mum. Holly is also not-so-secretly in love with Marina's older brother, Nat (Oliver Milburn).

Holly and Nat manage one night of great sex every five years or so, after which Marina sabotages any follow-up liaisons and Nat takes off to romance French actresses. The girls attend college in Brighton together and, of course, wind up in separate affairs with the same visiting American lecturer (Kyle MacLachlan). Though intrigued by both at first, he soon tires of Holly's insecure intellectualizing and Marina's shallowness. For many in the audience, this will make MacLachlan's selfish creep the film's most sympathetic character.

Williams does the English accent thing well and certainly projects Holly's intelligence in any endeavor that does not involve a relationship. Friel is an energetic attention magnet, but can't make Marina much more than the movie semi-villainess she's designed to be. The re-creation of British pop culture during the Thatcher years sometimes feels right and at other times looks mightily overworked. The soundtrack is a comprehensive reminder of why those of us who didn't go through our formative years in the early 1980s are glad the era is past and gone.

There is, however, a great scene in which the just-pubescent girls wear matching black trash-bag dresses to a heroin party. The fashion statement is never remarked upon, either by the wasted punks who only want to get the younger chicks out of their ridiculous getups, or by filmmaker Goldbacher, who clearly understands the delicate dance between misguided overconfidence and abject awkwardness that is the eternal adolescent experience.

But 15 years later, when Holly and Marina display no more emotional maturity than before, you can only shake your head and wonder what Goldbacher was possibly thinking. And when she fails to display the courage to take the friendship to the devastating conclusion it morally as well as dramatically demands, the film is doomed to be one that we can do without.

ME WITHOUT YOU - Two and one half stars

(Rated R: sex, nudity, language, drug use)

Starring: Michelle Williams, Anna Friel, Kyle MacLachlan, Oliver Milburn, Trudie Styler.

Director: Sandra Goldbacher.

Running time: 1 hr. 47 min.

Playing: Town Center 5, Encino; Playhouse 7, Pasadena; Sunset 5, West Hollywood; Monica, Santa Monica; University 6, Irvine.

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Photo:

Anna Friel, left, and Michelle Williams share a reflective moment in ``Me Without You.''