HEADING SOUTH — *** — Charlotte Rampling, Karen Young, Menothy Cesar; not rated, probable R (sex, nudity, violence, drugs, profanity, racial epithets).

"Heading South" has reportedly found an appreciative audience of middle-aged women in New York.

Why is eminently understandable. Set at a Haitian resort in the late-1970s, the film sensitively portrays the feelings of North American women who, past the age of desirability in their peer group, purchase the attentive affections of gorgeous young Haitian men.

Yes, the movie is about sexual tourism, although reversing the usual gender roles really does make a whole lot of difference. While wealthy males doing this with Third World girls would naturally evoke audience disgust, women who feel unloved taking similar steps evokes a more complex and sympathetic reaction.

Adapted from three short stories by Quebec-based Haitian writer Dany Laferriere by the brilliant French director Laurent Cantet ("Human Resources," "Time Out"), the movie is both sensually languid and charged with an underlying unease. The standard soap-opera competitiveness bubbles up between the women, despite the cheap and plentiful availability of attractive fellows to take back to their bungalow love nests. And any ventures into the Duvalier regime's capital, Port-au-Prince, remind tourists and residents alike that their beachside idyll is surrounded by sudden violence and unending misery.

Queen bee of the encampment is Charlotte Rampling's Ellen. A cynical, sybaritic French instructor at Wellesley University, she leads the more demure ladies in, supposedly, purely physical celebrations of young black flesh.

But then Brenda ("The Sopranos' " Karen Young) shows up. On a previous visit with her then-husband, Brenda found herself irresistibly drawn to a local boy named Legba. She associated this with true love, and a few years later has worked up the courage to return and claim Legba for her soul mate.

Trouble is, he's grown into a man (charmingly and powerfully played by first-time actor Menothy Cesar), who, while happy to service the generous ladies, refuses to be anybody's anything. Legba is also the cocksure Ellen's favorite. Nothing as declasse as a catfight grows out of this, but the tension between the two women becomes palpable and explodes in some very observant — and therefore especially devastating — accusations.

"Heading South" is not rated but would probably receive an R for sex, nudity, violence, drug use, language, racism. Running time: 105 minutes.