(CHASING AMY's ending credits include "And to all the critics who hated our last flick -- all is forgiven." Only independent filmmakers would have the courage to call attention to their bad reviews.)

CHASING AMY offers much more than an effective screenplay. The film's actors breathe life into characters that in other such plots would quickly degenerate into cliches or slapstick. Instead, this picture's population has some eminently likable people who are, frankly, just fun to hang out with.

The film features Ben Affleck and Joey Lauren Adams as a pair of star-crossed lovers. Ben plays Holden McNeil, part of a cartoonist duo. Jason Scott Lee is his friend since childhood and cartoonist partner Banky Edwards. Banky, whose role as a mere cartoon "tracer," gets him no end of ridicule. Well, someone has to paint in the figures that Holden outlines.

Joey Lauren Adams as Alyssa "Finger Cuffs" Jones, gives a breathless, almost Marilyn Monroe style, rendition of a blonde bombshell. Seeming at first to be someone only slightly smarter than a bimbo, her part rapidly evolves into the most complex and challenging character in the story. An accomplished actress whose compelling performance draws you into all her character's unpredictable twists and turns.

The show has two parts -- starting as comedy but slowly evolving into a touching drama. The first, and admittedly my favorite, part relies on natural, but highly sexual conversations for the humor. The good spirited dialog has the quick cadence of BEFORE SUNRISE, but the language and the subject matter revolve around explicit sexual repartee. Most of this is almost impossible to capture in a review for general audiences. One of the few printable lines has Banky explaining his sexual techniques to Alyssa over drinks on what looks like a double date. He says he tells his lovers exactly what is happening, "like CNN and the Weather Channel -- constant updates." Holden rolls his eyes as he wonders what his Howard Stern-like partner will say next. Banky and Alyssa even show each other their sexual war wounds. (Yes, I did not realize these existed either.)

The simple plot of the picture moves in surprising ways, and the film gets more mileage out of its setup than I thought possible. I expected the script to stay with the jokes until they had long since worn out their welcome, but part way through, it becomes obvious that Smith has a serious story to tell about relationships.

From the first time Holden sees Alyssa, he is smitten by her charms. As she flirts incessantly with him, the chemistry between them is genuine and infectious. Soon the director is certain to cut to the scene where Holden and Alyssa jump into bed together. Well, maybe not.

Holden goes to a bar where Alyssa sings a song to the one she loves. He beams with pride as she looks his way. After her number is over, she walks into the audience and plants a big juicy one on her lover -- Kim (Carmen Lee). Shock would be a mild description of Holden's reaction.

In one of the plot's delicious twists, Holden and Alyssa stay great friends and have a string of platonic dates. Alyssa probes Holden's feeling about homosexuality. "So, you've never been curious about men?" she inquires. "Well, I've always wondered why my father watched Hee Haw," he responds.

After bottling up his love too long, he explodes and confesses how much he loves her. "You are the epitome of everything I've ever looked for in another human being," he solemnly tells her. The thought of a straight man going for her sends her body into convulsions of anger and other emotions.

How this gets resolved I will not say, but it happens before the midpoint of the show, so most of the film occurs afterwards. In an unpredictable story, my favorite part is how, at the end, Holden attempts to bring closure to their myriad of difficulties. The scene comes out of left field, but the emotions in it are raw and honest.

In a show about relationships, most of the people are either gay or lesbian. Holden and Banky seem to be the only practicing heterosexuals left. The chemistry and camaraderie between them could form the subject for an entire review. Jason Scott Lee is terrifically funny as a cheerleader for the heterosexual cause, but all three of the leads are precious.

Kevin Smith's skills are best shown in the script. His directorial judgments are uneven. Typical of the scenes that do not work is the one where he interlaces a cliched hockey bloodfest with a key confrontation between Holden and Alyssa. Smith and Scott Mosier edited the film, and too often they fell in love with their material. Many scenes would have been handsomer with a little trimming.

The sign of a good movie comes with your reaction when the ending credits roll. I left the theater wishing I did not have to leave my newly found friends. A more likable threesome I have not seen in some time.

CHASING AMY runs 1:41. It is rated R for explicit and constant sexual humor and for profanity. The film would be fine for mature teenagers. I recommend this sweet and captivating picture to you and give it ***.