THELMA AND LOUISE, JR.

By RICHARD SCHICKEL

Manny (Scarlett Johansson) is a wise and watchful child of 11. Lo (Aleksa Palladino) is a scared and angry young woman of 16. Orphaned sisters escaping foster care, they have hit the road in their mom's old car, subsisting on junk food but sheltering luxuriously, first in the model homes of newly built subdivisions, then in a vacant ski chalet.

There's a good reason for Lo's emotional volatility; she's profoundly pregnant. There's also a bad reason for it; she's doing her best to deny--or at least minimize--her highly inconvenient condition. It is more than Manny, patient and practical as she is, can cope with. What these kids need is a surrogate mom. So they decide to kidnap one.

What they get instead is a surrogate maiden aunt. Her name is Elaine. She is a clerk in a maternity boutique. What she knows about birthing babies has been gleaned from how-to books, about life from the dubious aphorisms of inspirational literature. But she is played by Mary Kay Place with a wondrous blend of primness and spunk. The girls may hobble her ankles to prevent escape, but they can't hobble a simple, can-do spirit convinced that their reform must be built on a foundation of nourishing casseroles.

Manny and Lo carries a huge potential for sentiment. These are, after all, three lost and lonely souls, and the possibility of blubbering breakdowns and bondings hovers constantly over the movie. But its young writer-director, Lisa Krueger, making her first feature, will have none of that. Her compassion is as unforced as the comedy that is also implicit in the creation of this curious menage. She has a capacity that far more experienced--or should one say more wearily knowing?--filmmakers lack: she trusts her tale, whatever its improbabilities; she also trusts her characters to find their way, in their own sweet time, to such awkward accommodations as they eventually make; and, most important of all, she trusts us, the audience, to take them to heart without a lot of special pleading or heavy-handed emotional cuing.

Lo finally softens her attitude toward Elaine--but only after the labor pains begin. And that does not imply that she is likely to give up cigarettes or bad language. Elaine eventually learns from this experience that there is more to life than church socials. But that does not suggest that she is about to stop starching her spirit or start indulging a lot of nonsense. It may be that this cobbled-together family--last seen sputtering down a shadowy road in their creaky old car--is headed for the American fringe. But that's where the last of our freedom resides. Who is to say that Elaine's firm gentility does not have its uses out there?

--Richard Schickel