When "Beaches" is high comedy it's very high indeed, but when it becomes sentimental soap opera - particularly as it winds down - it's rather turgid.

And that's too bad, because "Beaches" is also a wonderful showcase for the talents of its star, Bette Midler. And she does it all - makes us laugh, makes us cry and sings her heart out. (I want this soundtrack album!)This is the tale of two women who keep up a 30-year correspondence over rough times and good times - a theme that has been overworked from "Old Acquaintance" to "Rich and Famous." And like those movies, it rides almost wholly on the stars' performances.

Oddly enough, part of the problem with "Beaches" is one of the stars - Barbara Hershey, a wonderful actress who has shined recently in "Hannah and Her Sisters," "A World Apart" and "Shy People." But in "Beaches" she is just strange and aloof. And she has an odd look, like the young Ali McGraw if she'd been sick for a long time.

In this oddly unappealing role, putting her next to a powerhouse personality like Midler, who is more or less playing herself, is a bit like wearing a white cotton blouse with hot pink Spandex pants. No one's going to notice the blouse.

And yet there are enough great moments that I don't hesitate to recommend this mishmash to anyone who enjoys Midler.

The story has CC Bloom (Midler), a showstopping

singer/dancer at a very young age (during which time she's played by look-alike Mayim Bialik - in a knockout performance of her own), meeting Hillary Whitney (Marcie Leeds, and later Barbara Hershey) on a beach and striking up a friendship that leads to the aforementioned long-term correspondence.

When they meet again as adults they couldn't be more different personalities, Hillary a spoiled rich socialite and CC a loud, but talented performer who can't find stardom.

Eventually CC will become a star and Hillary will marry the "right man," and their friendship will have extreme ups and downs, ultimately submerging in bathos as if they've seen "Terms of Endearment" one too many times.

But there is an awful lot of fun along the way, with more than enough funny and stirring individual scenes to make up for overall disappointments.

Midler is terrific here, and she alone is worth the ticket price. Also good, besides the kids, are John Heard as

Midler's play-producing boyfriend/husband, Spalding Gray as a later suitor and Lainie Kazan in an all-stops-out performance as Midler's mother.

"Beaches" is enjoyable if you're a Midler fan, but it could have been so much better.

It is rated PG-13 for profanity, vulgarity (particularly a ribald skit about the invention of the bra), discreet sex and violence.