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HER NAME is Bernadette but people call her Benny. She's an only child but, as she tells us, "my mother fed me as if I were two." She grew up to be a large, moon-faced girl with chubby cheeks, luxuriantly curly black hair, lively eyes, a substantial bosom and about as much vivacity as so much gentleness and flesh can handle.

She's convinced that she's far more awkward and unattractive than she really is. "Beef at the heels," she calls herself. I could accept her self-judgment easily from Pat O'Connor's "Circle of Friends." What I have trouble with is that in some way the movie thinks she's unappealing, too, despite the father of the boy who eventually loves her asking his son slyly but sensibly, "There's a lot to be said for big soft girls, don't you think?" He has just noticed that his handsome son -- a future doctor who could have his pick -- has begun to evince that air of vulnerability, moodiness and distraction that seems to hit boys when they find the one.

I'm having this problem a lot at the movies. "Muriel's Wedding," too, makes a big deal out of how unattractive its heroine is, and yet the very fact that these are actresses -- extremely engaging and lively people who are paid to be so -- shoots a lot of credibility out from under the basic setup. Even more than Toni Collette in "Muriel's Wedding," Minnie Driver, as Benny, is absolutely captivating from the git-go. Any member of the male sex who couldn't see that rather quickly should turn in his membership card immediately.

In addition, the movie is set in 1957, a period when the bosom loomed large in the male imagination (Monroe, Mansfield, etc.) -- not that it has ever shrunk much in male attentions. But especially in the '50s, it was the erotic center of the world, and any woman at a dance as resplendent as Benny in a low-cut gown would have had a lot of trouble finding a few minutes by herself. Every guy I knew in 1957 who was her height -- and a few of us who weren't -- would have found a reason to amble over to her table the minute he spotted her sitting alone for too long.

O'Connor is the redoubtable director of "Cal" and the not-so-redoubtable "The January Man." "Circle of Friends" is a very sweet and predictable Irish movie about sex, love, virginity, anthropology lectures and social class in '50s Ireland. Any movie that cuts quickly from a university lecture on Malinowski, the Trobriand Islanders and his "Sexual Life of Savages" to a school rugby match is doing its best to stay awake, even if it offers absolutely nothing in the plot you won't guess beforehand.

Three young women go to Dublin University and find boyfriends with mixed results -- Benny, her prettier orphan friend Eve, and Nan, who's as tall and regally gorgeous as a movie star. There is much '50s talk of the vicissitudes of "going all the way" ("if only it weren't a mortal sin," muses Benny) and much resultant accuracy about the pleasures of necking in 1957. (On the record player Kitty Kallen sings "Little Things Mean a Lot." I wasn't kidding when I said this movie is never asleep at the switch.)

The priests tell everyone, "A young woman's body should be like her soul -- a garden for Jesus," but Benny and her friends are entertaining very large doubts.

It may seem rather strenuously benevolent and even corny at the beginning, what with all the jigs and reels in the soundtrack music, but eventually some dramatic conflict arrives and along with it some disillusionment and adult pangs. As much as I loved Benny, I couldn't help thinking at the end of the film -- as we see what becomes of beautiful Nan (she moves to England in circumstances you have to discover on your own) that Nan's story from that point on would have been infinitely more interesting than the movie we've just seen.

Granted, it wouldn't be as sweet a story, but I'd still rather have seen that one.

But then, "Circle of Friends" is based on a novel by Maeve Binchy, so the way was plotted long before. And a pleasant and endearing way it is, too.

Circle of Friends
Rating: *** 1/2
Three young women go to university in '50s Dublin and find young men.
Starring Minnie Driver, directed by Pat O'Connor.
Rated R, opening today in area movie theaters.

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