Starring: Ben Foster, Adrien Brody, Joe Mantegna, Bebe Neuwirth, Rebekah Johnson Directed by: Barry Levinson Written by: Barry Levinson Rated R, for crude language and sex-related material Running Time: 2 hours, 8 minutes Released by Warner Brothers

When we look back on history, it sometimes seems like change - be it social, political, or economic - only exists in an atmosphere of upheaval; as though it would occur during moments of sudden, passionate bursts of rebellion. Yet change is a gradual process. It just seems like it detonates from a self-contained bomb of anger when we put it in a historical context.

Change is at the center of Barry Levinson's "Liberty Heights," his latest look inside the day-to-day lives of a Jewish family in Baltimore, and their growing awareness of the alterations in the world they inhabit.

The story is set in the Liberty Heights section of Baltimore - a part of town primarily made up of Jewish families. The year is 1954, and America is undergoing some modifications... schools are being integrated for the first time, the contagious fever of rock and roll was making its way to the younger generation, and automobiles were more accessible to the working man - the kind of changes which could bring people closer to anything previously unknown to them and vice versa. It is these modifications that stir the curiosity of the young Kurtzman boys.

Ben Kurtzman (the likable Ben Foster) has a strange fascination with the new African-American girl in his class. The girl's name is Sylvia (Rebekah Johnson), and each morning he gazes at her as the class recites the twenty-third psalm. What does she think about as she prays, this strange and beautiful young girl? What goes on behind those gently closed eyelids? Soon, he gets up the courage to talk to her, and they discover they have very little in common - a trait which draws them closer than any other two kids at the school. They are able to spend great stretches of time together not for any physical desire, but rather for the love of learning about the other's cultural background.

Meanwhile, the older son named Van (Adrien Brody) has a fascination of his own. At a Halloween party, he is entranced by the angelic Dubbie (Carolyn Murphy), a young woman from the side of the tracks where Van wouldn't be welcome. He is so smitten with her that at one point, not knowing her name or where she lives, he actually drives around the rich section of town in the hopes that he'll spot her in all her heavenly beauty. It is when he gets to know her on a personal level that he discovers her life is a bit more complicated than it would appear.

We also get to know the boys' parents. Their father, Nate (Joe Mantegna) makes his living running a burlesque club (in addition to a numbers racket) - and their mother, Ada (Bebe Neuwirth) is a woman whose devotion to her husband and children is only matched by her devotion to her family's heritage. (When she learns of Ben's interest in a black girl from school, she sarcastically replies "Just kill me now. Please, just kill me now.")

Levinson does a nice job of keeping the film's message clear while at the same time not pounding it into the viewer's conscience. He is a master at writing dialogue which feels natural, and allowing his camera to simply absorb the ideas and concepts being discussed by the participants. In a couple scenes he even uses a mirror-image camera positioning technique so that we can see the faces of both characters as they talk about what is most important to them.

Ben Foster is an actor unknown to me, but he does a wonderful job playing a character who is unflinching in his desire to understand that which has been a mystery to him in his life. He is not inhibited by fear, but is rather driven by curiosity. Also good is Adrien ("Summer of Sam") Brody as Van, whose performance houses a potentially unwelcome desire that is so genuine, it ultimately wins over those individuals who have never felt a need to be won over in the first place.

Some people go through their entire lives without ever really learning the lessons passed on to them during their childhood years. The fact that Barry Levinson has seemingly mastered the life lessons learned during those years is commendable - that he has incorporated them into a movie that is funny, sad, touching, and triumphant is some kind of miracle.

Copyright 2001 Michael Brendan McLarney Critically Ill