'TIES' ON TRACK AT LEAST SOME OF THE TIME.

Byline: BOB STRAUSS

>FILM CRITIC

Alison Eastwood's directing debut, "Rails & Ties," is for the most part a disciplined, intimate drama.

Some whoppingly contrived plot points excepted. And a few lines of tin-eared dialogue.

A metaphor or three beaten to death ...

We'll credit such things to first-time screenwriter Micky Levy, whom we must add also whipped up a number of touching and unflinching moments as well.

"Rails & Ties" essentially remains a TV movie weepie, but it's a high-end one.

Eastwood tapped her dad Clint's crack production pool -- cinematographer Tom Stern, designer James J. Murakami, editor Gary D. Roach, composers Michael Stevens and Kyle Eastwood (her bro) -- and put two capable actors from "Mystic River," Kevin Bacon and Marcia Gay Harden, in the leads.

His Tom Stark is an engineer on a passenger train out of L.A.'s Union Station. Her Megan Stark is a nurse with terminal cancer. Tom deals with the impending loss of his wife by, well, not dealing with it, either throwing himself into his work or spending time in the garage with his elaborate electric railroad setup. Beside slowly dying, Megan is bummed about her unavailable husband ("You're like sand, Tom; The harder I try to hold onto you, the faster you slip through my fingers," is one of her too plaintive cries). She's also unhappy that they never had children or took a trip to San Francisco.

After a suicidal woman parks her car on the track in front of Tom's oncoming engine, he's put on suspension until an investigative hearing. This forces him to stay home and cope with Megan, which he does so poorly that she prepares to take that Frisco trip by herself.

She's stopped when the dead woman's 12-year-old son Davey (newcomer Miles Heizer) bangs on their door. He's there to reproach Tom for killing his mom, but Megan takes an instant shine to the upset orphan. The Starks take Davey in -- illegally but only somewhat secretly.

Will unlikely male bonding and forgiveness ensue? It's all pretty obvious. But the director and actors avoid major suds and do some nice things with the material.

Bacon is especially good at making Tom a blunt but honest soul. He's convinced he made the right decision (stopping the train in time would have jeopardized his passengers) and doesn't care who hears what he thinks of Davey's loser mom.

Eastwood squeezes just enough low-key suspense out of the de facto adoption plotline to keep us interested when the gloom or uplift get oppressive. She also handles a subtle but crucial, psycho-religious theme well, much like Clint has done recently in the likes of "Mystic" and "Million Dollar Baby." An interest in surrogate families seems to run in the filmmaking family as well.

It's too early to say what, if anything, makes Alison Eastwood a distinctive filmmaker. But she is a thoughtful, precise one, and that's always a great place to start from.

Bob Strauss, [phone]

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RAILS & TIES - Two and one half stars

>PG-13: nudity, language, drug use, mild violence, children in jeopardy.

>Starring: Kevin Bacon, Marcia Gay Harden, Miles Heizer.

>Director: Alison Eastwood.

>Running time: 1 hr. 48 min.

>Playing: ArcLight, Hollywood; Landmark, West Los Angeles.

>In a nutshell: Weepy about a train engineer, his cancer-stricken wife and the boy who changes their lives has its clunky moments but tries to be as thoughtful as a Lifetime-style movie can.