One almost expects to hear the words 'Once upon a time...' at the beginning of The Cider House Rules, as the camera swiftly pans up a snow-covered hill to the red-brick, New England Gothic building sitting at the very top. This imposing place, we soon learn, is an orphanage, and living within are a group of orphaned boys and girls, appealing urchins all, who are under the care of a few nurturing nurses and their major domo, a stern but kindly old doctor.

Ah, but this powerful and exhilarating, life-affirming film does not turn out to be the stuff of fairy tales. At times, though, it seems the good doctor certainly wishes it were so. Every night at bedtime, for instance, he stands at the door of the boys' dorm and says grandly, 'Goodnight, you princes of Maine, you kings of New England!' Sentimental? Sardonic? Crazy? At first, it's hard to tell.

Michael Caine's magnificent, grizzled presence as Dr. Wilbur Larch is, in a word, electifying. And a good thing, too, for his strong but delicately nuanced performance lends veracity to the sometimes weighty philosophies espoused in this film-and in the book upon which it's based. Sure, Dr. Larch is an irascible eccentric with a weakness for sniffing ether, but he's also a realist and, above all, a deeply compassionate man. Which is why he tries so hard to make a loving home for his orphaned charges, and why he so warmly welcomes to his medical offices-no questions asked-the pregnant young women who want to deliver their babies over to his care. And what about the pregnant young women who cannot or will not go through the birth process at all? The good doctor welcomes them, too. No questions asked. This is the early 1940s, mind you, and abortion is a highly illegal procedure.

The film's other leading characters are equally as complex and equally as compelling. Chief among them is the achingly empathetic Tobey Maguire as Homer Wells, a young man who has spent his entire life at the orphanage, and who, early on, was chosen by Dr. Larch to become his successor. Never mind medical school; Larch can and does teach Homer everything he needs to know to beome a good doctor and a skilled surgeon. Everything.

Except, of course, Dr. Larch cannot teach Homer about life. One day, a handsome soldier and his beautiful girlfriend (Wally and Candy, played by Paul Rudd and Charlize Theron) come to the orphange to have Dr. Larch perform the surgery that will solve their 'little problem.' Although Wally and Candy are his generational contemporaries, Homer has never met anyone like them, and when they leave the orphanage-in their snazzy convertible-Homer decides to go with them. Although Dr. Larch himself has noted that 'no one will choose for Homer Wells,' he's still shocked when his pupil abandons him and apparently forsakes the work for which he's been trained. For his part, Homer has always been uncomfortable with certain aspects of the doctor's work, as well as with the notion he's destined to follow in his footsteps.

So, Homer is happy at last when he finds work as an apple picker at an orchard owned by Wally's family. Turns out he's the only white man in the crew-all of whom bunk together in the Cider House-and Mr. Rose (Delroy Lindo) is put in charge of showing Homer how to pick apples and learn other life lessons. Again, Homer has found a mentor; again, the older man is not what he appears to be. But this doesn't become clear for a while, because Homer is distracted by his suddenly blossoming love affair with Candy, who has admited to him-after boyfriend Wally returned to active duty-that she's simply 'no good at being alone.'

Who would not be distracted by Charlize Theron? As Candy, yes, she's just dandy-beautiful, sexy, vivacious, funny, smart and, like almost everyone in this film, when she's faced with a major moral dilemma, she does the right thing. This is what The Cider House Rules is saying: Explore, experiment with the rules, bend them if you have to, but in the end, always do the right thing, the compassionate thing.

The Cider House Rules may be a bit of a weeper, but it's certainly not sentimental claptrap-although the predictable wrap-up is a little too neatly tied. Real and important issues are dealt with here, issues concerning life, love, loyalty and forgiveness, and on the whole, John Irving's intelligent script is written with understated drama. Lasse Halstrom's direction is direct and sure-footed throughout, and he has gotten uniformly powerful performances from his large cast. Mentioning just a few of the outstanding supporting players: singer Erykah Badu as Mr. Rose's intimidated daughter, Rose Rose; Kate Nelligan as Wally's stalwart mom; and, back at the orphanage, all of the orphans (especially Erik Per Sullivan as Fuzzy, the doomed King Kong fan), plus Jane Alexander and Kathy Baker as Dr. Larch's sensible but pliant nursing staff.

In the end, it's difficult to leave these characters, hard to let go of their compassionate concern for each other. But, perhaps, if we're lucky, the meaning of their simple story will stick with some of us as we face the vastly more complex moral challanges of a new century and a new millennium.

--Shirley Sealy