IT'S TOUGH TO BE A KID IN `12 AND HOLDING'.

Byline: Bob Strauss Film Critic

It's hard out there for the kids in ``12 and Holding,'' an only slightly less alarming follow-up to director Michael Cuesta's provocative debut feature, ``L.I.E.''

That movie was about a pederast who controlled himself enough to genuinely help out a troubled boy. A sympathetic child molester may be something you don't see every day. But the tweens in ``Holding'' are exposed to much worse trauma.

While Cuesta's new movie boasts every bit as much humanistic intelligence and lived-in suburban observation as his first, it's not as bold and also somewhat more melodramatic. The three young protagonists each have enough coming-of-age issues to begin with, and adding murder, kidnapping, obsessive revenge, the specter of sexual abuse (again) and a lot of incredibly inept parenting to the mix seems unnecessary and cruel.

Chalk that up to first-time screenwriter Anthony S. Cipriano's inexperience (although he has, amusingly, written shows for the polar opposite, bright and happy Disney Channel). And the young writer deserves kudos for keeping everybody's behavior real and interesting through even the most extreme plot turns.

You'd think it would be enough if you were Jacob Carges (Conor Donovan) and had to go through life with a big violet birthmark covering half your face, while everybody seemed to like your unmarked twin brother Rudy (Donovan also) better.

Or if you were band geek Malee Chuang (Zoe Weizenbaum, who played the young Pumpkin in ``Memoirs of a Geisha''), whose mom (Annabella Sciorra), a therapist who should know better, is so busy hating her indifferent ex-husband that Malee feels doubly orphaned.

Then there's Leonard Fisher (Jesse Camacho), a morbidly obese boy from a family that worships junk food.

But there's more to cope with. The adolescence-entering stakes are upped when a couple of bullies firebomb the gang's treehouse. Rudy is killed and Leonard falls on his head, which wipes out his sense of smell and, by extension, his appetite.

Naturally, Jacob experiences the most profound survivor's guilt, especially after his grieving parents get all hot to adopt a new brother for him. Paradoxically, though, Jacob develops a strong bond of friendship with one of the regretful, imprisoned killers.

Daddy-deprived Malee, meanwhile, takes an unhealthy shine to Gus (Jeremy Renner), a construction worker who just happens to be seeing her mom for his own post-traumatic stress. Some of the girl's crush moves are adorable; sneaking into Gus' apartment and disrobing for him isn't.

As for Leonard, his new health kick is met with dismay by his bovine relatives. What he does to one of them (with the best of intentions, but

still ...) is something only Freud could like -- and probably a felony in at least 49 states.

Thank God that Cuesta and Cipriano have senses of humor. Otherwise, ``12 and Holding'' would just be too sad to behold. A few good laughs and superb acting keep the film bearable, even intriguing in places, but these are not fun stories being told. One hopes that, for their own sakes, this movie's talented young actors soon graduate to dumber, more carefree teen comedies.

Bob Strauss, [phone]

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12 AND HOLDING - Three stars

(R: violence, nudity, language, children in jeopardy)

Starring: Conor Donovan, Zoe Weizenbaum, Jesse Camacho, Jeremy Renner, Annabella Sciorra, Linus Roache, Marcia Debonis, Jayne Atkinson.

Director: Michael Cuesta.

Running time: 1 hr. 34 min.

Playing: Laemmle Playhouse 7, Pasadena; Laemmle Sunset 5, West Hollywood; Mann Criterion 6, Santa Monica; Edwards University Town Center 6, Irvine.

In a nutshell: Puberty is extra tough for three suburban kids whose friend gets killed. So perceptively written and acted that it might have benefited from a little less drama.

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Conor Donovan portrays twin brothers Jacob and Rudy Carges in the coming-of-age tale ``12 and Holding.''