Judith, the attractive, 40-something blonde in LIVING OUT LOUD, has been lonely and searching since her recent divorce, and her fantasies lately have been about young hunks.

Short and balding Pat, a divorce who is visibly older than Judith, thinks he may have just found his soul mate in her. He loves her, but she considers him just a good friend and wants to keep it at that. After 18 years of marriage, she's still suffering the mental anguish of her last relationship and isn't eager to begin another one. And even if she were, he isn't her type.

Holly Hunter, delivering her best performance since THE PIANO, plays Judith, the newly divorced woman, who is one minute completely lost and the next minute a bundle of confidence. In a high nuanced performance, Hunter gives a complex reading of the difficulties of divorce and of change in one's lifestyle.

As the sweet but sad Pat, Danny DeVito plays against his usual boisterous, comedic type. Pat touches our hearts, not our funny bones. He has a thousand schemes, but he doesn't understand the importance of follow-through. This has left him with a menial, new job as the elevator operator in Judith's Fifth Ave. coop. and with a large debt to the local loan shark.

The movie opens with its most sharply written scene. Judith and her husband, a wealthy neurologist played by excellent character actor Martin Donovan, are having dinner at a fancy Manhattan restaurant. He has recently been spotted with his arms around another woman, and Judith suspects there's more to the story. By the end of the dinner, their marriage is over.

Hunter's performance is never better than in this scene. She seethes yet says relatively little, leaving her facial expressions to tell the story. Even with her rage, she never looks less than gorgeous, which makes the situation so ironic. Why would the husband want to cheat on her? And how did their marriage get into this sad state of disarray? We will learn more in flashbacks as the movie unfolds.

If the entire script had the depth of the opening, the movie could have been Oscar caliber. Written and, for the first-time, directed by well-known screenwriter Richard LaGravenese (HORSE WHISPERER and THE BRIDGES OF MADISON COUNTY), the script is based on 2 Anton Chekhov stories, "The Kiss" and Misery." The working title for the film, THE KISS, would have been much better than LIVING OUT LOUD, but it was retitled in order to avoid confusion with a recent, controversial book with the same title.

Handsomely photographed by John Bailey and with a dreamy jazz score by George Fenton, the good-spirited film goes down smoothly even in its sadder moments. The director has a respect for subtlety that most directors lack. Even in moments ripe for exploitation, as when Pat's only daughter dies, the movie treats the subject delicately.

Judith has a host of worries ranging from the serious to the frivolous that overwhelm people in times of crisis. She's even concerned that, with the maintenance fees going up on coops, she might eventually be banished to the outer boroughs. She conjures up a bleak future in which she'll be "wrinkled in Queens."

She believes that her life has made a major positive turn when a handsome man, played by FALLEN's Elias Koteas, accidentally kisses her in a dark nightclub. Although he thought she was someone else, he's seems happy with Judith.

Less well developed, but more touching, is DeVito's character. He's a perennial loser who sees Judith as a companion and a potential lover. The complex chemistry between them evolves slowly and in ways not usually found in typical straight-line movie romances, in which the characters go directly from meeting to bed with the only variable being the length of time in between.

Hunter, in a circumspectly presented erotic love scene with a handsome stranger, is infinitely more sensual than she ever was in last year's NC-17 rated CRASH.

LaGravenese's allows LIVING OUT LOUD periodically to fall into idle. But when the movie is in gear, it really hums. The romantic film weaves a magic spell on the audience, not in the emotionally charged moments but in the subtext with the beauty of the film written on Hunter's expressive brow.

LIVING OUT LOUD runs 1:42. It is rate R for profanity, some drug content and sexuality and would be fine for older teenagers.