The comedy-drama "My First Mister" fades badly over its final third, eventually climaxing with a melodramatic coda so clich�d that it might have been lifted from one of those made-for-TV movies on the Lifetime cable network.

Up to that point, however, the film is such a quirky and well-acted delight, and it will have you smiling so much, that you may not even notice how close it comes to sliding into mediocrity.

That is, if you can deal with what is at times some very dark material, and if you can believe an "Odd Couple" relationship between a doom-and-gloom-obsessed teen and a middle-aged clothing store manager.

Leelee Sobieski plays Jennifer, a black-clad, tattooed, pierced Goth with disdain for her fellow high school students and her somewhat clueless and way-too-chipper mother (Carol Kane). Mom simply wants her daughter to be happy.

But Jennifer is so unhappy that she's considering suicide — although that changes in a hurry when she meets 50ish Randall (Albert Brooks). For his part, however, he is horrified by his first glimpse of this Vision in Black.

Though he initially wants nothing to do with her, Randall does eventually warm to the chatty, intelligent girl, even offering her a job dressing the mannequins at his store (but only if she'll dress appropriately and get rid of at least some of the multiple piercings).

Later, the two even begin hanging out after work — as he attempts to show her the worth of life, and she tries to get the fuddy-duddy to loosen up a little.

Screenwriter Jill Franklyn (a TV veteran, with such series as the defunct "It's Like, You Know" to her credit) does avoid going too far with this material — she never has the relationship become romantic; a wise choice. But she's stuck when it comes to resolving the story, and what she comes up with is far too easy.

And that further burdens her director, actress Christine Lahti (making her feature-directing debut). She excels in the film's comic moments but stumbles a little when the material gets more dramatic.

What helps steer the film through the roughest stretches is the chemistry between the two stars. Showing off an increasing range, Sobieski pulls off a role that is the antithesis of almost everything she's done up to this point. However, it's Brooks' likable, downright earnest characterization that makes their relationship seem almost believable. (That's not meant to slight veteran comic character actors Kane, Michael McKean, Mary Kay Place and John Goodman, as well as newcomer Desmond Harrington, all of whom lend able support.)

"My First Mister" is rated R for scattered use of strong profanity and some crude sexual talk, brief simulated drug use (marijuana) and glimpses of nude artwork. Running time: 106 minutes.

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