SOLID CHARACTERS, DIRECTION MAKE FOR A FEEL-GOOD FILM.

Byline: Glenn Whipp Film Critic

The new romantic comedy ``Smiling Fish and Goat on Fire'' is a low-key, low-budget charmer in the tradition of ``The Brothers McMullen,'' the kind of movie whose small pleasures and disarming sincerity will make you forget its rough edges and revel instead in its feel-good story.

Brothers Derick and Steven Martini wrote ``Smiling Fish'' and star as the title characters, who aren't, as one might expect, American Indians. Smiling Fish is Tony (Steven Martini), a struggling actor, and Goat on Fire is Chris (Derick Martini), a dependable accountant. We learn in the opening minutes that the brothers' half-American Indian grandmother gave them their nicknames when they were children, reflecting Chris' seriousness and Tony's roguish charm.

The brothers are living in a ramshackle North Hollywood home, inherited after their parents' death in a car crash. And they're more or less still living up to their nicknames. Tony spends more time going through callow women than going on auditions, while Chris is stuck in a dead-end relationship with a woman who cries every time they make love.

But as the film casually unfolds, it's clear the boys are about to be thrown a curve. Tony meets Kathy (Christa Miller from ``The Drew Carey Show''), a down-to-earth postal carrier, first at his mailbox and later at an audition, where Kathy has driven her aspiring actress daughter, Natalie (Nicola Ray). Tony and Natalie are reading for the same movie, a neat coincidence, and a romance blooms between the adults.

Meanwhile, button-down Chris has met Anna (Rosemarie Addeo), an Italian bombshell animal wrangler. They, too, begin a romance, thanks in large part to the efforts of Clive (veteran character actor and jazz great Bill Henderson), a retired sound man who believes in ``magnetic perfection'' and dispenses sage advice about matters of the heart.

By meeting their opposites, the brothers are forced to confront lifelong behavioral patterns and decide if it's worth making some changes. It's a conceit that's sometimes a little too cute and convenient, but it works, thanks in large part to the performances. Miller is particularly appealing as the single mom who worries that Tony loves her out of pity, and Henderson anchors the movie as the knowing, doughnut-loving old-timer.

Kevin Jordan, a New York University grad and Martin Scorsese protege, directs with assurance in his feature debut, perfectly capturing the story's small, intimate moments. Having managed this with a $40,000 budget and 12-day shoot, it marks Jordan as a filmmaker worth watching in the future.

The facts

--The film: ``Smiling Fish and Goat on Fire'' (R; for language, some sexual content and brief drug use).

--The stars: Derick Martini, Steven Martini, Christa Miller, Bill Henderson.

--Behind the scenes: Directed by Kevin Jordan. Screenplay by Derick and Steven Martini. Released by Stratosphere Entertainment.

--Running time: One hour, 30 minutes.

--Playing: Laemmle's Playhouse 7 in Pasadena; Laemmle's Sunset 5 in West Hollywood; Laemmle's Monica in Santa Monica.

--Our rating: Three stars.

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Brothers Derick, left, and Steven Martini star as the title characters in ``Smiling Fish and Goat on Fire,'' the independent film they co-wrote.