Here's a surprise - a made-for-Showtime movie that's not dumb, exploitative or over-sexed.

As a matter of fact, "Mr. and Mrs. Loving" (Sunday, 9 p.m., Showtime) is actually worth watching, should you subscribe to the pay-cable service. The only really shocking thing about this telemovie is that the events portrayed actually happened."Loving" recounts the story of an interracial couple who were arrested in 1960 - for getting married. Seems that marrying someone of another race was illegal in their home state, Virginia, as well as some 17 other states.

We're talking 1960, not 1860.

As portrayed in the movie, Richard Loving (Timothy Hutton) and Mildred "Bean" Jeter Loving (Lela Rochon) aren't heroic people - they're just plain young folks who fall in love and have to get married when Mildred gets pregnant. But, on their wedding night, they're dragged out of bed by the cops and hustled before a racist judge who gives them a choice - prison or exile from Virginia.

Mr. and Mrs. Loving end up in slums of Washington D.C., eking out a living - although what they really want to do is just go home. While Richard spends most of his time trying to make ends meet, Mildred is exposed to the Civil Rights movement.

It's her letter to Attorney General Robert F. Kennedy that brings the Lovings' case to the attention of a young ACLU attorney, Bernie Cohen (Corey Parker) - who realizes that this is a case that's going to go to the U.S. Supreme Court.

After losing all the way through the Virginia court system, Cohen eventually triumphs before the nation's highest court - meaning an end to the ban on interracial marriages in 1967.

That's 1967, not 1867.

But "Loving" is not a movie about the legal system. Writer/director Richard Friedenberg (who also wrote the screenplay for "A River Runs Through It") concentrates on the personal story of the Lovings.

And the performances by Hutton and Rochon are both excellent.

Showtime doesn't make a lot of movies worth watching, but "Mr. and Mrs. Loving" is an exception.

"PHANTOM" COVERAGE: Nobody in Utah seems more excited about the arrival of the touring company of "Phantom of the Opera" than the folks at Ch. 4.

They're planning a two-hour "behind-the-scenes" report beginning tonight at 6 p.m., and a one-hour report from the "gala cast party" at 11:05 p.m.

Seems a bit much for a musical that debuted a decade ago, but we'll see.