AN ODD BUT ENGAGING TALE OF THE BRILL'S THRILLS.

Byline: Amy Dawes Daily News Film Critic

The mere mention of the Brill Building - the midtown Manhattan edifice where talented young tunesmiths banged out the seminal pop songs of the late '50s and early '60s - is enough to excite the interest of pop-culture enthusiasts, and a movie that tells the story of that long-gone scene seems like a great, overdue idea.

As it turns out, ``Grace of My Heart,'' written and directed by Allison Anders, is more a half-history, half-fantasy inspired by that era - a weird hybrid of fact and fiction - and its success rises and falls according to its allegiance to the real thing.

At its best, this musically rich melodrama delightfully captures the style and tempo of the New York pop and soul music scene of the post-Sinatra, pre-Beatles days, while filling us in on how some memorable music was made. The freshness and creative verve of its up-and-comer characters is infectious, but the narrative eventually rambles.

The focus, for as long as it lasts, is on a female songwriter, Denise Waverly (Illeana Douglas), who arrives in New York determined to make a career as a singer. Instead, it's her songwriting skills that get her work, after she meets up with an entrepreneur, Joel Milner (John Turturro), who's gathering up talent to crank out songs for his fledgling music publishing company.

He puts her to work at a piano in a cramped office at the famed 1619 Broadway address known as the Brill Building, where much of New York's pop music publishing scene was centered. Soon after, Milner introduces the classy, pop-oriented Denise to a beatnik, politically obsessed songwriter, Howard (Eric Stolz). Initially repelled by each other, they soon begin crafting tunes together, then fall in love and get married.

The characters of Denise and Howard are loosely based on the songwriting team of Carole King and Gerry Goffin, whose fertile collaboration produced dozens of hits, including ``Up on the Roof'' and ``Will You Love Me Tomorrow,'' while Joel Milner plays the same role in their lives as did music publisher Don Kirshner.

As played by Turturro, the business-obsessed Milner actually bears more of a resemblance to one of the era's most influential record producers, Phil Spector, whose odd hairstyle and manic energy Turturro copies in a funny and engaging performance.

Other historical influences that appear in the movie are similarly mixed up, sometimes to weirdly distracting effect.

In what is probably the most misjudged segment of the movie, a character named Jay Phillips (Matt Dillon), who is clearly based on musical genius Brian Wilson of the Beach Boys, comes to New York to produce a record for Denise on which she performs her own music for the first time. Then they fall in love (by now she's divorced from Howard), get married, and move to California.

It's a weird fictional concept - Carole King and Brian Wilson as a couple in groovy 1970s L.A. - and it gets weirder as it goes.

Soon Jay/Brian is wigging out in his ``room,'' an oceanfront studio, and his wife, Denise/Carole, has to engage a new age-type California psychotherapist to talk him back into the real world - a scenario so strange, with its real-life parallels - that it borders on parody.

But before the movie loses its way, Anders does get some great things going. A filmmaker who has consistently focused on the lives and concerns of women (``Gas Food Lodging,'' ``Mi Vida Loca,'') she unspools a fresh and funny feminist perspective that is deftly carried forward in a marvelous lead performance by Douglas, who infuses the role with an abundance of smarts and comedic timing.

Douglas, the wryly funny, almond-eyed beauty who appeared as Dillon's sardonic sister in the black comedy ``To Die For,'' gets us rooting for her right away as a savvy, pulled-together gal who insists, despite all opposition, that one day she's going to perform her own music. It's a pleasure to observe her small triumphs as she navigates her way through a music scene that would have been happy to relegate women (other than performers) to the margins.

But all too soon, this distinctive character gives way to a sort of era-spanning Everywoman who makes all the typical mistakes on the way to finally finding her own voice, long after the Brill Building era has ended and the music scene has moved West. Denise falls for one wrong guy after another, beginning with the callow Howard, and gives up her dream too easily for belief after one big disappointment. In the end, she has to be talked into achieving her potential by a guy.

One has to wonder what Anders had in mind, given that with all the fictitious license she takes, she could have told any story she wanted. Still, with its snappy, colorful production design, crisp original music and the memorable central performances by Douglas and Turturro, the movie does offer many pleasures.

All of the music was written specifically for the movie, including three songs co-written by Goffin (``In Another World,'' ``Born to Love That Boy,'' and ``Between Two Worlds'') and one song, ``Man From Mars,'' by Joni Mitchell.

``God Give Me Strength,'' was written by Elvis Costello and Burt Bacharach.

The facts

The film: ``Grace of My Heart'' (R; sexual references and brief sex scenes).

The stars: Illeana Douglas, John Turturro, Eric Stolz, Matt Dillon.

Behind the scenes: Directed and written by Allison Anders. Produced by Ruth Charny and Daniel Hassid. Executive producer, Martin Scorsese. Released by Gramercy Pictures.

Running time: One hour, 55 minutes.

Playing: Laemmle Sunset 5, Hollywood; AMC Century City 14; AMC Santa Monica.

Our rating: Three stars