"Mr. & Mrs. Bridge" is a tragicomedy of manners, if you will, with darkly satirical underpinnings. It is also deliberate, episodic . . . and nothing less than riveting in its own quiet way.

Creating superbly an upper middle-class genteel couple in the late '30s and early '40s, Paul Newman and Joanne Woodward evoke more than the stereotypes or even the accepted mores of the period in question; they embody these characters in a way that is both fascinating and sometimes painful. ("Mr. & Mrs. Bridge" is their ninth film together as co-stars; Newman has also directed Woodward in five others.)Mr. Bridge is stiff and unbending, a lawyer of some repute in Kansas City but also known for having neither a sense of humor nor a high level of tolerance.

Mrs. Bridge is bored and sad, growing weary of her husband's inability to express his love for her and more than a little fearful that as their grown children prepare to permanently leave the nest, her life will be completely empty.

The latter element comes into play even more boldly as she gradually becomes aware of the emotional disability of her best friend, winces as her children begin romances with people not of the family's social standing and generally feels out of step as the world begins to change during the war years. (The "wartime excitement" that prompts their only son to join the Army Air Corps seems particularly timely at the moment.)

Mostly, however, "Mr. & Mrs. Bridge" is about two people who grew up in a time that dictated what their lives would be, followed that dictum to the letter and then found themselves incredibly out of step with the rest of the world as time began to pass more rapidly than they were prepared for.

Written by Ruth Prawer Jhabvala and directed by James Ivory, whose previous collaborations include "A Room with a View," "Heat and Dust," "The Europeans" and "The Bostonians," "Mr. & Mrs. Bridge" is based on the novels "Mrs. Bridge" and "Mr. Bridge," by Evan S. Connell.

Like the earlier Jhabvala/Ivory films, "Mr. & Mrs. Bridge" is gentle, loaded with little universal insights and filled with visual detail evoking a particular period. But more importantly it is rich with emotion and heart, overflowing with compelling characters and filled with unexpected humor.

Some moments remain etched in memory for some time - their son (Robert Sean Leonard, of "Dead Poets Society") receiving Eagle Scout and not being able to bring himself to kiss his mother (like father, like son); an old acquaintance (Austin Pendleton), who is now quite ill, in desperation selling magazine subscriptions door to door; Mrs. Bridge's friend (Blythe Danner) trying to explain her problems but unable to form the words any better than Mrs. Bridge can accept them; Mr. Bridge ignoring a tornado that nearly blows away the restaurant where they are dining.

And there are many more.

Though the supporting cast is marvelous, the real joy here is seeing two old pros like Newman and Woodward vividly creating living, breathing characters whose problems with life don't seem quite as removed from our own as we might like to think.

Woodward got an Oscar nomination - and what's more, she'll probably win. Newman was overlooked, though his performance is no less powerful.

"Mr. & Mrs. Bridge" is rated PG-13 for a couple of sex scenes, some nudity in photographs and paintings, a couple of vulgar jokes and violence in newsreels.