MOVIE REVIEW : Fasten Your Seat Belts : Film: The saga of a WWII bomber crew is loaded with old-fashioned values, but once it gets off the ground, the terror of aerial warfare is as jarring as today’s headlines.

Watching “Memphis Belle” (citywide) take shape is the most extraordinary thing. It’s a film with an old-fashioned style which some find comforting and others unbearably corny; it’s about an old-fashioned ideal, heroism during an unambiguous war and it’s shaped by old-fashioned movie details, some of them even true: a loyal dog, a virgin flyer, a tight-lipped commanding officer.

Then it gets into the air and “Memphis Belle” kicks you in the stomach. It’s as close to the real fears of flying--in those planes, through those flak-pocked corridors--as movies have ever come.

The original Memphis Belle was one of America’s fleet of B-17s, lumbering 30-ton Flying Fortresses that could carry twice as many bombs and go longer without refueling than any bomber before them. The Belle herself was based in England and, at the time the film begins in 1943, had miraculously come through 24 bombing missions over Nazi-occupied mainland Europe. One more, and she and her crew would be sent back to the United States, to inspire at war-bond rallies and build civilian morale.

Director William Wyler flew and photographed during five of the Belle’s German missions, making a memorable documentary for the Army Air Force that, in addition to its hair-raising flying footage, also gave Americans the rare sight of that war in color.

Now Catherine Wyler, one of the director’s daughters, her co-producer David Puttnam, director Michael Caton-Jones and writer Monte Merrick have joined to define the mettle of those airmen, a kind of low-key, interdependent tensile strength that must have been standard equipment on those vast, rattling behemoths.

How to introduce the 10 crew members? Screenwriter Merrick imagines a grating Army PR colonel, played with just the right amount of smarm by John Lithgow, dedicated to making Life magazine heroes out of the Belle’s 10, if they survive run No. 25. Through his eyes we meet them, as perfect an American cross section as a propaganda maven could want, and a match for the documentary’s hyper-patriotic presentation of its crew. Opposing Lithgow’s exploitation of one crew among the 24 in the group is David Strathairn, fine as the reined-in base C.O.

To punch up the missions’ dangers, one of the planes limps in to make a gallant one-wheel landing, coming straight at and over the camera before it explodes. Such sights don’t leave the mind, but there’s worse to come. Today’s movie audiences, lulled by supersonic right stuff and space ships soaring silently in 2001 are in for a nasty shock, watching the crew squeeze by each other in the aisles of the Memphis Belle.

It’s more cramped than the upper bunk of a Pullman car, and from their crannies the gunners must sight and fire at diving enemy fighters, like lethal hummingbirds strafing a whale. It takes all the strength of its pilot to keep the plane in its close formations; its vibration could churn milk, if the stratospheric cold hadn’t frozen it first.

Its innards are homely and chipped; it feels unsafe at almost any speed; it shakes, rattles, rolls and sticks any ungloved hand to its every metal surface. And on more than one occasion, its belly gapes opens to nothing but freezing air, rushing below. To watch the crew at work in these surroundings is a terrifying and an enthralling experience.

Director Caton-Jones, whose previous feature was “Scandal,” seems to have been going for lean, self-effacing performances with nothing of ‘40s war-movie heroics about them. It was a good choice; he hasn’t an awkward or a cliched performance in his delicately balanced cast. Among the strongest are Matthew Modine’s young, resourceful captain, a performance powerful enough to survive a scene in which he must have a hushed talk with his lady-airplane; Sean Astin’s bouncy ball-turret gunner, as compact as the space he fills; Eric Stoltz as the radio operator-writer, fixing every moment with his ever-present box Brownie; D. B. Sweeney as the brooding navigator convinced of his imminent death; and Harry Connick Jr. as the New Orleans tailgunner with unexpected talents as a crooner.

Merrick’s earlier screenplay concerned another tightly-knit family, a trio of brothers--Astin outstanding among them--in the lovely, short-lived “Staying Together.” He’s good at male by-play; perhaps he can be forgiven for playing with Yeats’ great poem “An Irish Airman Foresees His Death.” Sadly enough, he and his fellow filmmakers probably guessed correctly that no one in this poetry-deprived day and age would know it and pick up on its quotation here.

Vividly real as its interiors and most of its battle scenes are, “Memphis Belle” will never be collected by fans of great aerial effects; truthfully, a few of those are dreadful. Ordinarily, those jarring bits would stop the drama cold, but there’s something cumulative about the effect of “Memphis Belle” that puts audiences heart and soul on its side. It’s as though, having lived through everything that the crew has, what’s a crummy effect or three?

In the air “Memphis Belle” is unstoppable, giving us--earthbound and safe--a clear-eyed look at the nuts and bolts of bravery. And now, with our attention on the Persian Gulf where the American servicemen and women are no older than the Belle’s crew, it becomes a film with more poignant relevance than its makers could have dreamed when they began it.

‘MEMPHIS BELLE’

A Warner Bros. presentation of an Enigma production. Producers David Puttnam, Catherine Wyler. Director Michael Caton-Jones. Screenplay Monte Merrick. Associate producer Eric Rattray. Camera David Watkin. Editor Jim Clark. Production design Stuart Craig. Composer George Fenton. Costumes Jane Robinson. Special Effects Supervisor/Model Unit Director Richard Conway. With Matthew Modine, Eric Stoltz, Sean Astin, Harry Connick Jr., Reed Edward Diamond, Tate Donovan, D.B. Sweeney, Billy Zane, Courtney Gains, Neil Giuntoli, John Lithgow, David Strathairn.

Running time: 1 hour, 41 minutes.

MPAA-rated: PG-13 (mild ribald language)

BACKGROUND The Memphis Belle was a B-17 “Flying Fortress” bomber attached to the 91st Bombardment Group Heavy of the Army Air Force in World War II. The group flew missions from bases in England over Nazi-occupied Europe and, later in the war, over Germany itself. The odds against the planes’ safe return were said to be 3-1. The 75-foot-long, 30-ton bombers were vulnerable to ground fire--yet mission after mission many endured with pieces shot away and engines dead, still able to fly back to base. Each man in the 10-member crew faced cramped conditions and temperatures so cold that they could cause crew members’ hands to stick to their guns. In 1943, director William Wyler flew five missions on the bomber. His resulting documentary, “The Memphis Belle,” inspired the current fictionalized movie. The original Memphis Belle is on permanent display in Memphis.