GENTLE FAMILY TALE YIELDS CROP OF UNEXPECTED PLEASURES.

Byline: Glenn Whipp Film Critic

'TULLY'' is a remarkably well-told, tender tale about family and first love that allows its characters - and its audience - the pleasure of discovering things slowly and organically. There's not a forced or false note in the entire movie; instead, first-time filmmaker Hilary Birmingham delivers a film full of vivid characters, quiet beauty and gentle grace. It's not to be missed.

``Tully'' premiered 2 1/2 years ago at the Los Angeles Independent Film Festival (then titled ``What Happened to Tully'') and deservedly won top honors for itself and Birmingham. Since then, it has lived through two name changes and a mess of distribution problems. But it's here now, and it's a little gem worthy of discovery.

The movie is set on a Nebraska farm run by a laconic father, Tully Coates Sr. (Bob Burrus), and his two sons, the smooth-talking charmer Tully Jr. (Anson Mount) and the shy, quietly wise Earl (Glenn Fitzgerald). Going against movie convention, the men embrace the hard work and quiet pleasures of rural life and aren't looking to escape. Another unconventional note: The farm's doing just fine financially.

So it's a surprise when a process server shows up one day with a foreclosure notice. This sets up a chain reaction that forces each of the men to confront the long-ago loss of the woman in the family: Tully Sr.'s wife, Irene.

Meanwhile, Tully Jr. is facing a test on another front. He's looking at brother Earl's freckle-faced friend, Ella (Julianne Nicholson), and seeing a woman who offers something more than a quickie in the back seat of his car. She's smart, pretty and just a little fragile.

Ella rejects Tully's advances at first (``I don't get what the big attraction is,'' she tells him), but there's a beautiful moment where they're riding in his car and she discretely removes a dirt smudge after looking at herself in a side-view mirror. Yes, she's smart but she's flattered by the attention, too.

When Ella tells Tully she doesn't believe people conform to types, she could be speaking for filmmaker Birmingham as well. She and screenwriter Matt Drake have adapted Tom McNeal's award-winning short story with an eye on gradually revealing the material's secrets and pleasures. The movie begins as a small, slice-of-life drama and then sneaks up on you with its unfolding power and beauty.

Birmingham's cast proves more than able to meet the material's demands for understatement. The work is superb and honest. Mount hints at the darkness lurking beneath Tully's charisma while Nicholson works wonders playing the young woman who inspires him to look at himself for the first time. You'll be inspired, too, and wonder why it took so long to find out what happened to Tully.

TULLY - Three and one half stars

(Not rated: strong profanity, discreet sexuality)

Starring: Anson Mount, Julianne Nicholson, Bob Burrus, Glenn Fitzgerald.

Director: Hilary Birmingham.

Running time: 1 hr. 42 min.

Playing: United Artists Pasadena Marketplace; Laemmle Music Hall in Beverly Hills.

In a nutshell: Beautiful movie about family and first love that unfolds with gentle grace.

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Anson Mount, left, and Julianne Nicholson portray a young couple taking tentative steps toward first love in ``Tully.''