Populating a TV show with lots and lots of characters gives the writers lots of story options.

But it's a challenge to make the characters memorable so viewers can keep them straight — and make them sympathetic so viewers will keep watching.

"Windfall" has lots and lots of characters. But not only are there too many to keep track of, but there are too few you'll actually care about.

So it's not hard to understand why this "new" series has been sitting on NBC's shelf for a year or so.

"Windfall" (9 p.m., NBC/Ch. 5) is about a group of 20 people who pool their money and buy lottery tickets, one of which wins hundreds of millions of dollars. And then it becomes a big soap opera about the people who are sudden millionaires.

It's sort of like "Lost" with newly minted millionaires. There are 20 of them, but the episodes concentrate on a select few characters with the others held in reserve.

"What we're looking to do is to find a way to tell what is essentially a unifying story with all different kinds of characters," said creator/executive producer Laurie McCarthy. "And then we could expand out from there and look at the way that a win like this that's so sudden and so monumental might ripple out in different ways with different people from all walks of life."

There's Nina (Lana Parrilla) and Cameron (Jason Gedrick), who have been in love with each other for years. Problem is that Nina is married to Peter (Luke Perry) and Cameron is married to Beth (Sarah Wynter).

Sean (D.J. Cotrona) isn't really all that familiar to any of the other winners, which turns out to be because of his criminal past. In addition to his marriage problems, Cameron's got a little surprise from his past, too.

If you're a teenager like Damien (Jon Foster), what better way to get away from your parents than a few million dollars? And a Russian mail-order bride. And she sort of gets in the way when he gets interested in Frankie (Alice Greczyn), whose parents' messy divorce is further complicated when her mother holds a share of that winning ticket.

It's not like there aren't characters here who are thoroughly likable. Maggie (Jaclyn DeSantis) is a nurse who seems genuinely interested in helping people with her winnings. And it's exhilarating to see Kimberly (Malinda Williams) — a struggling 22-year-old single mother — see her life change in an instant.

But moments like that are few and far between.

Not that there's anything wrong with a show that's essentially a big soap opera. Hey, what's "Grey's Anatomy" but a very good soap opera set in a hospital?

The difference is that you actually care about what happens to the characters in "Grey's Anatomy." After watching the first couple of episodes of "Windfall," I can't say the same about that show's characters.

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E-mail: pierce@desnews.com