MOVIE REVIEWS : ‘Boys’ Cast Sets It Right From Start : The three actresses are so spirited and funny that they give the sudsy film their own kind of truth.

By all rights “Boys on the Side” should be a howler. It has the kind of high-low concept that sounds like a parody of a post-”Thelma & Louise” bond-a-thon--and, at times, the film plays like a parody.

Whoopi Goldberg is Jane DeLuca, a lesbian and struggling club singer; Mary-Louise Parker is Robin Nickerson, a prim, gravely ill real-estate agent; Drew Barrymore’s Holly is a little love dumpling on the run from her abusive boyfriend. The film is about how they form a kind of family, so family values--’90s-style--get a boost.

“Boys on the Side” gives everything a boost: feminism and traditionalism, sex and abstinence, the straight-arrow and the squiggly. It’s so shamelessly obliging that just about every audience of whatever stripe will find something to like in it at least some of the time. It’s a confoundingly enjoyable movie because, by all rights, it should be terrible.

The characters and situations are as sudsy and manipulative as any daytime soaper. Worse, the film dabbles in high-mindedness. But the three women are so spirited and funny--so emotionally keyed into all the hearts and flowers--that they give the movie their own kind of truth. It’s a performer’s truth. These actresses get so far inside the joys of character acting that they transcend their material. They turn all those suds into a bubble bath.

Jane and Robin hook up for the first time at the beginning of the film by ride-sharing a trip from New York to L.A. Jane has been recently dumped by a girlfriend, and her career playing second-rate East Village gigs is going nowhere. Robin wants to retrace a family trip to San Diego she made as a girl with her mother and baby brother. En route, in Pittsburgh, they end up taking along Holly, a friend of Jane’s, after Holly clonks her drug-dealing scumball boyfriend with a baseball bat and ties him up with tape.

Until the women decide to settle down in Tucson, the film putters along agreeably on the road. They are all so different from each other that, of course, they become soul mates. There’s a terrific hokey scene early on when Jane and Robin (who doesn’t suspect Jane’s sexual orientation) end up watching “The Way We Were” on television and the director, Herbert Ross, just keeps the camera on their faces: Jane’s is aghast, Robin’s is tear-streaked.

Ross, and his screenwriter Don Roos, work in a number of other movie references, including “An Officer and a Gentleman” and--natch--”Thelma & Louise.” The filmmakers are trying for instant classic status by shoving these clips into view. (Given the shamelessness of the production it’s surprising Ross didn’t work in his “Turning Point,” too.)

But movies don’t get to be classics by association, and this sort of stuff comes across as pandering. So do the frequent sops to the sobbier sectors of the audience; the finale makes the closing sections of “Terms of Endearment” look ascetic. The soundtrack is mostly composed of tracks from hit female vocalists, ranging from Annie Lennox to Melissa Etheridge, and it’s the kind of high-concept idea that also comes across as pandering. It’s sisterhood as marketing ploy.

Still, it’s surprisingly easy to bypass everything that’s wrong with this movie because the actresses are so right. Parker has the bone-white pallor and rigorous whittled politeness of a superannuated debutante queen. She’s played this sort of role before--in “Fried Green Tomatoes”--but by now she’s a whiz at it. When Jane coaxes her into blurting out an obscenity, she flushes with excitement. She’s tickled by her naughtiness.

Barrymore, usually cast as a bad-girl, stretches here. She plays a delicate innocent who can’t help attracting a swarm of men wherever she goes. With her big lipstick smile and cutesie-poo blonde locks, Holly is like a Generation X flapper. When she takes up with a super-square police officer in Tucson named Abe Lincoln (Matthew McConaughey), Barrymore lets us see the squareness in Holly too--and it’s just as radiant as her flippiness.

Goldberg holds everything together. It’s a remarkably un-showy performance--perhaps her best. Her role is conceived rather coarsely, as a kind of lesbian earth-mother, but she deepens it by going against the grain. Jane is no feminist standard-bearer; even at her sassiest there’s a deep well of longing in her eyes. When she sits down alone at the piano and sings a bluesy version of a song by the Carpenters, the moment seems genuine. Jane has the ability to transform pop suds into something heartfelt. So does Goldberg.

And so, ultimately, does “Boys on the Side.”

* MPAA rating: R, for strong language and sexuality. Times guidelines: It includes depiction of terminal illness and a violent sequence where a man’s head is battered by a baseball bat.

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‘Boys on the Side’ Whoopi Goldberg: Jane Drew Barrymore: Holly Mary-Louise Parker: Robin Matthew McConaughey: Abe A Le Studio Canal +, Regency Enterprises and Alcor Films presentation of a New Regency/hera production distributed by Warner Bros. Director Herbert Ross. Producers Arnon Milchan, Steven Reuther and Herbert Ross. Executive producers Don Roos and Patricia Karlan. Screenplay by Don Roos. Cinematographer Donald E. Thorin. Editor Michael R. Miller. Costumes Gloria Gresham. Music David Newman. Production design Ken Adam. Running time: 1 hour, 52 minutes.