From the opening credits of "Chances Are," it is apparent we are in nostalgia country. If it weren't for the names Cybill Shepherd and Robert Downey Jr., we'd almost expect this to be the beginning of an old Doris Day movie.

And indeed, "Chances Are" leaps off of a tried-and-true area, that of light comedy dealing with heavenly intervention. From "A Guy Named Joe" to "Here Comes Mr. Jordan" (later remade as "Heaven Can Wait") to more recent incarnations, usually with a reincarnation motif, such as "Made in Heaven" and "Hello Again," or even the more artful "Wings of Desire."The main thing "Chances Are" does to update the idea is combine it with a sort of "body-switch" angle, capitalizing on the many recent films of that nature.

The story begins in the '60s with the wedding of Cybill Shepherd and Christopher McDonald. Meanwhile, best friend Ryan O'Neal stands by silently, though he is in love with Shepherd himself.

A year later, on their first anniversary, Shepherd announces she is pregnant. Later in the day McDonald is accidentally killed.

We then follow McDonald to heaven, where he makes a stink, insisting he was not supposed to die yet and demanding to return to earth to be with Shepherd. He is rushed back to be born into another family elsewhere in the country, but the angel in charge neglects to give him the injection that will wipe out the memory of his previous life.

The film then takes a two decade leap to the present day: McDonald is now Robert Downey Jr., Shepherd is still pining for her late husband, her daughter has grown up to be Mary Stuart Masterson and Ryan O'Neal is still quiet about his love for Shepherd.

Where the film goes from there isn't hard to figure out, as Downey at first is attracted to Masterson, but then remembers his life with Shepherd and goes after her.

It's all fairly predictable and light, often staying on the level of a TV sitcom (though there is a subplot about a corrupt judge that bookends the film and seems rather out of place). But there are also quite a few bright moments, thanks to the charming cast and occasionally witty script.

No great shakes, but "Chances Are," rated PG for some mild profanity, violence and sexual situations, is an amusing diversion.

- DIRECTOR EMILE ARDOLINO took his time before agreeing to direct "Chances Are." His last film was the surprise 1987 hit "Dirty Dancing."

"I'm not the kind to do two things at once," Ardolino said during a telephone interview from Denver last week, where he was in the midst of a promotion tour for "Chances Are."

"I stay with the picture I'm doing through the release stage as well as the preparing stage. I sit in the cutting room. Then, when I finish a picture I take a couple of months off, read, listen to my gut and get recharged."

He also wasn't sure what kind of movie he wanted to make. Most of the screenplays that came his way were musicals, but he was looking for something different.

"After `Dirty Dancing' I got a lot of scripts, but it just took awhile to settle on one. I finally settled on (`Chances Are') because the characters were people I felt I could live with for a year. It's basically a warm, funny situation and I thought that in addition to being emotional it was romantic. I'd never done anything in this genre, a light romantic comedy with a touch of fantasy. I felt it would be a stretch.'

The first actor to come to the project was Ryan O'Neal. "Ryan read the script and he loved it. He loved the character. I was surprised because it was not the male lead. But he came in and was just wonderful and vulnerable and it's a character that, if not played right, could come off as wimpy. The guy's a real gentleman and audiences respond to that."

Oddly enough, the last actor to come in was the lead player, Robert Downey Jr.

"It's really an ensemble piece, although clearly the leading protagonist is the Robert Downey Jr. character. His is the one that propels the plot. And certainly Cybill (Shepherd) is a main actor. But each of others is equally important. Take away any one and it affects the others.

"Downey wasn't an early choice because he was not available. He was doing other pictures. There are a handful of actors in that age range that can do comedy. Matthew Broderick was mentioned, and he was the only other serious consideration, really. There were a couple of others we thought of just because Downey was busy, but then he became available."

Shepherd wasn't Ardolino's first choice either. But now he says he can't imagine the part being played by anyone else.

"When I got involved they said, `What do you think about Cybill Shepherd?' Well, physically she's perfect, the perfect embodiment of that woman. But I hadn't seen that much of (her TV series) `Moonlighting.' So we met. She had liked the script and was waiting to see who would direct it, and it turned out she's a great fan of `Dirty Dancing,' and more than that she was warm and real and not at all the prima donna she's painted to be. She's funny and sexy and I realized instantly she had the range and certainly the professionalism to pull this off.

"She was totally cooperative. She cares about her work, she prepared in the same way most major actors prepare - she went to the Smithsonian (where her character is employed) and talked to curators and things like that. The only thing that slowed us down was that during the shooting she was still breastfeeding her twins. But we knew that going in, that was part of the deal."

Ardolino says he purposely made "Chances Are" an old-fashioned movie, and the reaction from younger audiences confirms that he made the right choice.

"We wanted this movie to be a throwback, to go back to the '40s kinds of movies, and therefore we gave it a particular `look' and shot it in a particular way. The camera doesn't zoom in and the people move into the frame in a way they used to do in those old movies. The colors and vividness, the richness gave it a slightly unreal tone. It is a fantasy. It's more innocent and hearkens back to another time.

"One of the interesting things that came out of our marketing research studies and focus groups is that kids told us they love this picture. They love the fact that there's no killing, no drugs, no rape, no murder. Maybe if the movie's successful (Hollywood) will learn something from it."

What's next? Ardolino says he still has to decide, but he does have a long-range wish list.

"I wouldn't mind doing a drama. I certainly want to do a musical again. I would love to work with Bette Midler and, interestingly enough, Madonna, who, in the right musical vehicle, could be wonderful."