HOLLYWOOD ó First, the bad news: The latest adaptation of William Inge's Pulitzer Prize-winning play "Picnic" feels like the fuzzy 10th Xerox of a faxed document. 

Never showing any signs of genuine passion or chemistry between its main leads, this CBS "Kraft Premier Movie" about a handsome drifter who shakes up a small Kansas town just sits there like an awkward guest in the hopes that Inge's poetic language will give it flight. 

The good news is that the production is lucky enough to feature Bonnie Bedelia and Mary Steenburgen in supporting roles: Fighting with teeth and nails, the two veteran tough cookies almost manage to save the movie from its other ho-hum ingredients. 

The mysterious arrival of charming stranger Hal Carter (Josh Brolin) in town sets things in motion by disturbing the usual patterns of life of its residents. He instantly connects with Millie (Chad Morgan), the rebellious sister of town beauty queen Madge Owens (Gretchen Mol), although his rebel-without-a-cause approach rattles the conservative norms of the small community. 

Most dramatically, Hal's presence upsets the fragile relationship between his old college buddy Alan Benson (Ben Caswell) ó the town's wealthy, eligible bachelor ó and the object of his affections, the beautiful Madge. 

We know that Madge and Hal are supposed to be wrong for each other, but it's their passion that should drive the plot engine forward. 

Instead, we get a few sparks and a lot of starry-eyed speeches about the burdens of being beautiful or how tough it is to be born on the wrong side of the tracks. 

It's almost too cruel to compare the telepic's main players Mol (the "It" girl of 1998) and Brolin ("Flirting With Disaster") with their counterparts in Joshua Logan's Oscar-nominated 1955 film. 

As hard as he tries, Brolin's Hal lacks the intensity and danger William Holden brought to the part. Mol's portrait is also a far cry from Kim Novak's brittle beauty queen. Although she matches the physical description of the part perfectly, her delivery is all surface and is too contemporary for the period pic. 

What a surprise to discover that the film is directed by acclaimed Czech helmer Ivan Passer ("The Firemen's Ball," "Cutter's Way"). The direction seems to be oddly out of synch with Inge's archetypal small-town America snapshots, while period details float in and out of the picture without any regularity. 

It also seems that somewhere down the line, the decision was made to change the play's period to the late '60s, but the only telling sign is that Madge's sister makes a few noises about Vietnam. 

Nevertheless, one should give Passer credit for bringing out the best in two of his actresses. Bedelia pours a steely desperation in the role of Madge's unhappy mother, who believes her daughter's beauty is her only ticket out of a lower-middle-class existence. 

Another excellent support player is Steenburgen, who appears as a sensual school teacher who boards with the Owens family. 

In one scene in which she abandons all remnants of pride and literally throws herself at Hal Carter and in another where she gets on her knees and begs her puzzled boyfriend to marry her, Steenburgen packs the watchability of a mad freeway car chase. 

Unfortunately, "Picnic" has too many other sequences that simply float away on a sea of good intentions. 

Tech credits are generally OK, but Charles Bernstein's music is reminiscent of something you'd hear in a dentist's chair.