WITH HER PALE skin, tomboy looks, and baggy overalls, Frankie Wheeler (Lauren Ambrose), stands out in Myrtle Beach, South Carolina���and not in a good way.

At a beach resort where everyone else sports a beautiful tan and a skimpy bikini, the reluctant heroine of the marvelous film "Swimming�" strives for nothing more than a car to literally get her out of town.

Frankie's life���depicted here in lovely, leisurely paced scenes that are a pleasure to watch���is pretty much one of routine. Working tirelessly all day waiting tables at the burger joint she co-owns with her older brother, Frankie and her spitfire best friend Nicola (Jennifer Dundas Lowe) hang out every night asking each other "What do you want to do?"

Their lifelong friendship is tested with the arrival of Josee (Joelle Carter), a stunning beauty who takes a job in the Wheelers' restaurant and upsets (for better or worse) the tranquility in everyone's lives.

In a summer that at first appears to be uneventful, the mere presence of Josee causes Frankie's whole face to brighten���as if this gorgeous girl can offer Frankie the escape from her mundane life that a car cannot.

As they begin to spend time together, Frankie develops an attraction to her co-worker that deepens when she and Josee dance with each other at a nightclub, or fall asleep together on the beach. Of course, Nicola takes to Josee like oil to water, and "Swimming" beautifully plays out the escalating rivalry between Frankie's oldest and newest friends.

While Frankie is figuring out how to deal with Nicola's jealousy and her own crush on Josee���which culminates with a kiss���another entanglement arises. Heath (Jamie Harrold), a stoner dude who sells tie-dye shirts out of his van, begins to romance Frankie, and with some encouragement from Josee, Frankie finds herself tentatively embarking on a relationship with him.

"SWIMMING" CONCENTRATES MOSTLY on Frankie's budding sexuality, but the film is much more notable for its realistic depiction of the ebb and flow of emotions between the three young women. Rarely does a film present the shifting loyalties between teens with the sensitivity displayed here, and director Robert J. Siegel deftly handles the emotional bonds that forge and break between these all-too-real characters.

If "Swimming" falters, it is only briefly, when the focus shifts from Frankie's dilemmas to those of the other characters, whose intense affairs threaten to upset the preciousness of the rest of this unassuming film.

In the lead role, Lauren Ambrose shines, perfectly capturing Frankie's longing, and her gradual steps toward independence. She projects an intelligence that is genuinely disarming. The film also features excellent support from the scene-stealing Lowe and the lovely and talented Carter, both of whom make their characters come alive, flaws and all.

Although this impressive low budget film was completed two years ago, it is no doubt getting a release now to capitalize on Ambrose's success in HBO's "Six Feet Under." Thankfully, "Swimming" is one of those rare films that deserves the attention���and the audience���it seeks.

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