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"White Palace" is the latest romantic drama to hit the boards - or is that the skids?

The setting is St. Louis and doe-eyed James Spader is Max, an uptight yuppie executive who has been widowed for two years. In the opening scene we see his condo, which, though not huge, is filled with every shrine to affluence you can imagine, from home computer to telephone answering machine to baby grand piano.We never see him play the piano, but he does like to stare into space while listening to opera, presumably to assuage his grief.

Max has come home to change into a tux and head out to his best friend's bachelor party, which will feature a stripper, flowing champagne and a nostalgic slide show that, naturally, gets stuck when Max's dead wife is on the screen.

Before his arrival, Max, for some reason, stopped by the White Palace hamburger joint and picked up 50 burgers - though why this party wants cheap greaseburgers isn't explained. But when he arrives, six of the burger boxes are empty.

So, in a snit, Max heads back to the diner and demands a refund. The waitress who just happens to be at the cash register is Nora, played by Susan Sarandon. She looks slightly haggard - as haggard as the makeup folks can make Sarandon look - and later we will discover she is 15 years older, favors the Oak Ridge Boys, lives in a dump, never cleans up after herself (right down to food on the floor), is an uneducated WASP with a southern accent (Max is Jewish) and has been grieving forever because her young son died.

Obviously, the filmmakers decide, these two people were made for each other. So they meet again later that night at a bar, where Nora is revealed to have a Marilyn Monroe fixation ("She was really Norma Jean Baker and I'm Nora Baker - get it?"). She also thinks Max looks like Tony Curtis. Since her favorite film, "Some Like It Hot," teams Curtis and Monroe, it seems like a match made in heaven. Or at least movie heaven.

Drunken Max goes home with Nora and in the morning, while he hallucinates that she is his dead wife, Nora seduces him.

The rest of the film has their unlikely love affair taking expected twists and turns as Max refuses to take her out in public, fearful that he may run into someone he knows, and Nora realizing that he's embarrassed to be seen with her.

Eventually, Max does cave in and take her to a Thanksgiving dinner party, along with his disbelieving mother. There Nora meets all of Max's pseudo-sophisticated, well-to-do friends, all of whom fulfill some kind of movie-Jewish stereotype. In fact, they fulfill them as such cartoonish caricatures that it's hard to believe Max is one of them.

In the end this movie proves to be more about class differences than age differences. Yet, it approaches both subjects in a surprisingly tentative manner.

Movies like "White Palace" don't want to be realistic. Rather, Max and Nora float along in some kind of parallel universe where things happen without rhyme or reason and if you don't ask too many questions you may even get the requisite, if ridiculous happy ending.

Not much of "White Palace" works. But when things do work it's largely because of the stars.

Sarandon, doing a crass, pained variation on her "Bull Durham" character, is endearing and down-to-earth, though the script tends to merely toy with the possibilities. Even when she finally confronts Max's friends, it's a letdown. But Sarandon herself comes through unscathed, offering a memorable characterization that outshines the movie itself.

Spader doesn't fare as well, his bland good looks being played up more than his emotional troubles. He's a good actor who knows how to work internally, but the script offers no depth whatsoever.

That script, by the way, is from Ted Tally, a playwright who has also adapted the upcoming "Silence of the Lambs" to film, and veteran Alvin Sargent, a two-time Oscar-winner ("Julia," "Ordinary People"). The director is Luis Mandoki, who fared much better with "Gaby - A True Story."

"White Palace" is rated R for sex and nudity, in particular that first, graphic seduction scene, along with some profanity and vulgarity.