Just because he once worked as a costume designer for Woody Allen, don't mistake Eric Mendelsohn for just another of the Woodman's many clones.

It's easy to see why you might make the error, though. Mendelsohn's second film, "Judy Berlin," does feature some of Allen's signature filmmaking characteristics, such as a dialogue-heavy screenplay and beautiful black-and-white photography.

But if this quirky comedy-fantasy has a kindred soul, it would actually be Wes Anderson's underappreciated gem "Rushmore." And even though it may not be as technically accomplished as that film, it still has considerable charm.

As if that isn't enough to make the movie notable, there is also the fact that it features the final movie performance by late comedienne Madeline Kahn, who's just one member of a very talented cast.

Edie Falco (from the cable television smash "The Sopranos") is the lead character, a would-be actress planning to make her way to Hollywood. But she and her fellow residents of a small Long Island suburb are in for some surprising revelations about themselves — most of which are revealed during a rare total eclipse of the sun.

First, Judy encounters a high school friend, David Gold (Aaron Harnick), a would-be filmmaker who already washed out in California. Then, his father, Arthur (Bob Dishy), an elementary school principal, finally reveals that he is secretly attracted to one of his teachers, Sue Berlin (Barbara Barrie), who also happens to be Judy's mother. (In an odd bit of movie synchronicity, Barrie is Harnick's real-life mother.)

Meanwhile, David's controlling, alcoholic mother, Alice (Kahn), wakes up after passing out during the eclipse and starts to wonder where the men in her life have gone — until she finally realizes that her substance-abuse problems have alienated them.

From that description you'd probably guess the film is downbeat, but screenwriter Mendelsohn adds just enough humor to prevent it from becoming that, as well as enough realism to ensure that it doesn't become too cartoonish, either.

And as a director, he never pushes the pacing, and he and cinematographer Jeffrey Seckendorf have made a very good-looking movie. (Mendelsohn deservedly won the Best Directing award from the 1999 Sundance Film Festival for this film.)

That still wouldn't mean much if the cast didn't give quality performances. The fortysomething Falco is convincing playing a much-younger character, and she and the nebbishy Harnick have surprising chemistry.

But it's the older performers who really make the film zing. As Sue, Barrie is stern but still likable, while the already missed Kahn proves she could be funny and sad at the same time.

"Judy Berlin" is not rated but would probably receive a PG-13 for profanity (including the so-called "R-rated" curse word), as well as some crude references.