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There's something about his hometown of Baltimore that brings out the best in Barry Levinson's writing. He draws his Baltimore characters in fuller dimension and completely loses a strident tone that occasionally creeps into other scripts.

"Liberty Heights" is no exception. While at times almost too genteel for the serious social issues he tackles, the film is nevertheless an engrossing, heartfelt account of growing up in America at the midcentury mark.

Theatrical audiences most likely to appreciate this memoir are big-city adults, though word of mouth may well expand the film's market.

This is the fourth time Levinson has mined the obviously rich mother lode of his youth to create a memoir about his family and experiences growing up in Baltimore. The other three are the boisterous and comic "Diner" (1982), the quirky though uneven comedy "Tin Men" (1987) and his sublime account of the impact of the immigrant adventure on a large family in "Avalon" (1990).

This story begins in fall 1954 and spends much of its time in Liberty Heights in northwest Baltimore, an almost exclusively Jewish area in those days. It is the year of school desegregation and teenagers' discovery of the automobile. With easier access to cars, young people crisscross the town, driving through the invisible lines separating Jews, blacks, Irish and Italians and playing havoc with class and religious divides.

Levinson tells three intertwining story lines involving the Kurtzman family. The youngest son Ben (Ben Foster), along with pals Sheldon (Evan Neuman) and Murray (Gerry Rosenthal), is discovering that the world is not all Jewish.

The school year marks Ben's first encounter with a black student. Sylvia (Rebekah Johnson), the pretty daughter of a doctor, fascinates him. And as he gets to know her, Ben becomes equally fascinated with black music, comics and other aspects of the culture.

His older brother Van (Adrien Brody) and his pals Yussel (David Krumholtz) and Alan (Kevin Sussman) drive into a gentile neighborhood to attend a Halloween party. There, Van becomes infatuated with Dubbie (Carolyn Murphy), a stunning, patrician blonde with Grace Kelly-like looks. Van also, unwittingly, becomes friends with her boyfriend, the hard-living, hard-drinking Trey (Justin Chambers), and finds himself embroiled in lives much more complicated than they appear.

The third and least successful story involves the boys' father, Nate (Joe Mantegna). A rundown burlesque house is a front for his real business -- the numbers racket. Only that business isn't bringing in enough revenue either. So Nate adds a bonus number to the system, which backfires when Little Melvin (Orlando Jones), a small-time black drug dealer, hits the bonus bet big. Nate can't pay him off so he tries to con him out of part of the payoff.

Levinson clearly is using these story lines to probe shifts in American mores during an era. Oddly though, he views these changes through rose-colored glasses. Or perhaps in Baltimore, the forces in opposition to such changes really were this benign.

Anti-Semitism appears in only its mildest form. The sole racial bigotry comes from Sylvia's father, who forbids her to see her white boyfriend outside of school. Even the Jewish gangster is a nice guy who refuses to resort to violence when Little Melvin kidnaps his son.

But the quality of Levinson's writing pulls us into each story. There is a richness to the details and his observations about these characters' lives that can't help but intrigue the viewer. And as a director, Levinson has cast his film with pure genius.

Foster and Brody give assured, relaxed performances as young men confronted with a changing world. Johnson lends dignity and self-reliance to Sylvia, making us believe she could defy her father. Murphy shows us a young woman who has learned to mask her confusion and emotional instability with an aloof manner. And Chambers allow us a peek at the torment under his wild-living rich-boy facade.

The adult characters, though, are problematic. While not quite cliches, they are not exactly fresh either. But Mantegna and Bebe Neuwirth, who plays his wife, do their utmost to humanize these familiar types

Cinematographer Chris Doyle shoots the nostalgia-tinged drama in lovely autumnal colors, though he perhaps lingers too lovingly on the period details in Vincent Peranio's production design.

There is a spiffiness to this design, which is justified by this being a film of memory. "Liberty Heights", narrated by Ben's character, is the story of a man looking back at a period in his life where everything is remembered as being brighter, cleaner and less troubling than it probably was.

LIBERTY HEIGHTS

Warner Bros.

Baltimore/Spring Creek Pictures

Producers: Barry Levinson, Paula Weinstein

Screenwriter-director: Barry Levinson

Executive producer: Patrick McCormick

Director of photography: Chris Doyle

Production designer: Vincent Peranio

Music: Andrea Morricone

Costume designer: Gloria Gresham

Editor: Stu Linder

Color/stereo

Cast:

Van: Adrien Brody

Ben: Ben Foster

Little Melvin: Orlando Jones

Ada: Bebe Neuwirth

Nate: Joe Mantegna

Sylvia: Rebekah Johnson

Trey: Justin Chambers

Dubbie: Carolyn Murphy

Running time -- 127 minutes

MPAA rating: R...