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*** 1/2
STARRING: Hilary Swank and Chloe Sevigny.
DIRECTOR: Kimberly Peirce.
RATING: R for rough language, nudity, sex and violence.
RUNNING TIME: 114 minutes.
THE LOWDOWN: A young woman passes for a boy in a small Nebraska town with tragic results. Based on the true story of Teena Brandon.

"I'm Brandon" she says, even though she was born Tina. And, sure enough, from far off she really looks like a boy -- a young, sensitive one without much upper body strength, but a boy. Even close up, her gender almost seems to skew male -- weirdly male but still male.

She isn't a transvestite. And, as she tells the boy who's her confidante, "I'm not a dyke." She's something else, something much more unsettling -- a true transsexual without the aid of radical surgery. That was not a good thing to be in Lincoln, Neb., in 1993 (it wouldn't be all that much better in Manhattan in 2000).

So "Brandon" moves out to a small town where no one knows her and hooks up with a roughneck crew of heartland small-townies who, more or less, take "him" at face value.

"Who are you?" asks her girlfriend Lana (Chloe Sevigny), a very good question if ever there was one. It takes the whole film for Lana to discover the answer in full tragic technicolor detail. Her refusal to abandon the "boyfriend" she had only known as Brandon is one of the more heartrending things in a film that never loses its reality or poise, no matter how sordid the tale becomes. It is based on a true story and, it seems to me, honors truth at every turn.

In the meantime, "Brandon" immerses himself in aimless small-town maleness -- waving brown bottles around in vacant lots and deserted fields, whooping it up and taking reckless macho dares. She learns to cope with the anatomy that was her original destiny and now burdens her -- how, for instance, to dispose of a Tampax wrapper so that her newfound housemates never suspect anything.

Unfortunately, there are some truly foul people in her new crowd. Lana's mother is a pass-out drunk who is living vicariously through her daughter. The ringleader of her daughter's crew is a semi-psychotic jailbird with a hair trigger temper. You never know what will set him off or what he'll do when he's been detonated.

That danger, of course, is precisely what makes him charismatic for the immature but it's also what makes him a danger for someone like "Brandon" to be around.

This is a difficult subject handled with remarkable matter-of-factness by writer/director Kimberly Peirce and her star Hilary Swank (who may, if nominators are hugely indulgent about such a downbeat independent film, get an Oscar nomination out of it). Until seeing Suzy Amis, in fact, in a little-known movie called "The Ballad of Little Jo," I really didn't think this particular kind of transgendering could be carried off. As great as Amis was, Swank is more moving in that transformation that never quite happens. (In truth, the film is always much more careful than "Little Jo" to keep you anchored in gender reality at all times.)

Gender is such a basic part of who and what we are that a movie about such a profound psychic dislocation can't help but magnetize us.

America, we always hope, is where we always have a chance, at any given moment, to remake ourselves completely. "Boys Don't Cry" is about just how hard that is in the heart of the heartland -- especially when that remake is impossible without surgical intervention.

A moving and disturbing film.

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