WHO TO WATCH.

Byline: David Kronke Television Critic

Given how many new shows this fall feature sprawling ensemble casts, it can be difficult, on the basis of the few episodes of each we've seen, to attempt to divine who will be the season's breakout stars.

But that won't stop us. So here are five actors we think should emerge from the clutter of the fall season and endear themselves to audiences.

1 - America Ferrera/`Ugly Betty'

(ABC, 8 p.m. Thursdays; premieres Sept. 28)

We need to be a little careful here, because America Ferrera's mother lives in Woodland Hills, where Ferrera grew up, and she says her mom is still very protective of her.

``She can't pick up a paper and read about me without being offended: ```She gave a good performance?' What do they mean? It was an excellent performance!'' Ferrera says with a laugh.

Not wanting to upset anyone's mother, we'll declare here that Ferrera is guaranteed to charm viewers of ``Ugly Betty,'' in which she stars as Betty Suarez, the young, idealistic and overqualified assistant to the callow and casually cruel editor of a snooty fashion magazine. Based on a popular Colombian telenovela that has since been replicated throughout the world, ``Ugly Betty'' likewise won't be hurt by comparisons to the hit summer comedy ``The Devil Wears Prada.''

``What's so lovely about the character is, she's the best underdog there is,'' Ferrera says. ``She simply won't let other people get to here. She's not stupid, not naive. She knows when she's being made fun of, but she's a bigger person than to lash back. She wins because of that -- she says smart things that people realize are right. She makes people rise to her level.''

To make Ferrera as ugly as Betty, she's been outfitted with some fearsome braces and a wardrobe that drops jaws around her magazine's offices. Ferrera says the show's costumers work overtime to find new ways to make her look ridiculous.

``We're doing the Halloween episode, so you can imagine the fun they're having with me,'' she says. ``The writers sit around and think up the funniest ways to make Betty look silly, and I tell them, `You come up with this, but I'm the one who has to go out and do it, so think about that' -- no, actually, it's a lot of fun.''

Ferrera won a special jury prize at the Sundance Film Festival for her performance in ``Real Women Have Curves'' -- her first film. Since then, she's been seen in films like ``The Sisterhood of the Traveling Pants'' and ``Lords of Dogtown.''

While ``Ugly Betty'' is a fluffy comedy, it does explore our definitions of beauty, making it somewhat timely, given that Spain recently banned dangerously thin runway models.

``Something like this is very needed,'' Ferrera says. ``Our definitions of beauty are really changing. Our definitions are beginning to scare us. When you think about models and actresses who look sick, who look like they're dying, from trying to fit into whatever image it is. It's really a time for women to hear that it can't be the only thing in your life, to be dedicated to looking good.''

So don't expect ``Pretty Betty'' anytime soon. As Ferrera says, ``Her becoming a swan is not the point of the show. Once we do that, there's no show anymore.''

2 - John Billingsley/`The Nine'

(ABC, 10 p.m. Wednesdays; premieres Oct. 4)

In ``The Nine,'' John Billingsley stars as Egan Foote, who walks into a bank a shambling, suicidal wreck and emerges, 52 hours later, the unlikely hero of a violent hostage crisis.

``The Nine'' follows the survivors of the incident as it draws them into a series of relationships.

``I thought it was very savvy,'' Billingsley says of his character's arc. ``This guy is recognizing that it is a second chance at life.

He's approaching that with a tremendous amount of joy and enthusiasm, which no doubt will be tempered by the inevitable bumps in the road.''

Naturally, poor Egan is a henpecked husband; Billingsley's wife, Bonita Friedericy, portrays the harpy. ``She's been practicing ... for about eight years,'' he jokes. ``Got it down to a fine art and science.''

And there's one immediate upside over Billingsley's earlier gig, playing Phlox on ``Star Trek: Enterprise'': No four-hour stints in the makeup chair getting a latex head glued on.

3 - Rosemarie DeWitt/`Standoff'

(Fox, 9 p.m. Tuesdays; already premiered)

TV couples exude actual chemistry so rarely that when you do see an actor and actress spark some frisson, you take notice. And Rosemarie DeWitt and Ron Livingston, playing a romantically involved pair of FBI crisis negotiators, deserve notice.

Though DeWitt's resume may be shorter than that of her better-known co-star, she matches him move for move in the series. Entertainment Weekly called DeWitt ``the find of the season.''

DeWitt doesn't credit the magnetism between Livingston and herself to any mystical, ``actorly'' attributes; she just pragmatically says, ``I like Ron. It helps when you just like somebody as a person. He's a good guy to have on your team.''

One of DeWitt's favorite jobs was appearing in ``Cinderella Man,'' which was based on the life story of her grandfather, boxer James Braddock.

``It was just this whole whirlwind of, you know, connecting to my family,'' she says, ``and I probably learned more about him from working on the movie than I did from listening to my family tell stories over the years.''

4 - Lizzy Caplan/`The Class'

(CBS, 8 p.m. Mondays; already premiered)

The award for Tartest Tongue of the New Fall Season goes to Kat Warbler, the caustic 20-something in ``The Class'' who, against her better judgment, befriends a nebbishy guy (Jason Ritter) when he's dumped by his fiancee, mainly because he's such a good punching bag.

And Lizzy Caplan plays her with malicious glee.

``I end up playing a lot of these characters, the sort of bitchy girl -- some may say that I'm like that in real life, but I don't think too many people would say that to my face,'' says Caplan, best-known as one of the ``Mean Girls'' in the hit film of the same name. ``I always take stuff from my own personality because I'm just not really good enough of an actress to completely make it up.''

Not that she's complaining. ``I do enjoy playing characters that speak their minds,'' she says. ``Even though I'm happy that Kat is the character that I'm playing, everybody (on the show) gets to do a lot of really fun stuff with their characters -- except for (Jason).''

5 - Masi Oka/`Heroes'

(NBC, 9 p.m. Mondays; premieres Sept. 25)

Masi Oka, one of the season's potential breakout stars, is merely moonlighting as an actor: His day job is designing special-effects programs for Industrial Light and Magic. He designed, among many things, the software for the water effects in the movie ``The Perfect Storm.''

``I love my day job,'' Oka says. ``I'll still be consulting for them.

Using both sides of my brain is so fascinating for me, and I don't think that I can live one without the other.''

In ``Heroes,'' about a far-flung group of individuals who discover they have extraordinary powers, Oka plays Hiro, an ebullient Tokyo office drone who can snap the space-time continuum, a nifty skill to possess if you're going to have to save the planet.

``What attracted me to the character is his pureness,'' Oka says.

``There's a point in our time when we're all kids, when we had all these dreams and wondered what we can all do. He still maintains that belief, that passion, that sense of adventure.'' Oka admits that Hiro is ``an extension of who I am.''

Oka's own Hollywood story proves that. ``I gave this whole L.A. thing a shot,'' he says. ``I was so naive. I made a deal with ILM that if I didn't get a recurring role on a pilot or a supporting role in a film, I'd go back. So after `Perfect Storm' ended, I came down here.

I had six months to make an acting career, which is the most naive thing in the world. But at least I could tell my grandchildren, your grandpa gave it the old actor try.''

After some bit parts here and there, Oka scored his role in ``Heroes.'' And he hopes someday to combine his two jobs: ``By season three,'' he says, ``I'd love to use my employee discount and bring in my ILM cronies to do the effects for this show.''

David Kronke, [phone]

david.kronke(at)dailynews.com

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(1 -- cover -- color) 5 to watch

Keep an eye on television's most promising new names

(2 -- color) no caption (America Ferrera)

(3 -- color) no caption (John Billingsley)

(4 -- color) no caption (Rosemarie DeWitt)

(5 -- color) no caption (Lizzy Caplan)

(6 -- color) no caption (Masi Oka)