Teen-conscious movies have exiled old people from the screen, and the joy of "The Passing," John Huckert's "no-budget" sci-fi art film, is that it invites them back -- modern chaos is contrasted with the quirky grace of the past.

Ernie (the late James Carroll Plaster) and Rose (Welton Benjamin Johnson) met as GIs in World War II trying "to drink Europe dry"; in old age, Ernie takes his friend into his ramshackle home, even though his wife "didn't much care for black men."

"When she died," Ernie deadpans, "Rose came over and we had a big party."

As they drink, tend each other, philosophize and reminisce, as Ernie quizzes Rose on the capitals of the world, the two actors establish a quiet, delightful rhythm. Huckert (who cowrote the script with Mary Maruca) finds the poignance and humor of old men making their pact with death, and he has the good sense to leave them alone; seen through Huckert's calm camera, these scenes have a loose, lived-in feel. At its best, "The Passing" is a window on a time of life that you rarely see in movies anymore.

Unfortunately, the rest of the film is not nearly so successful. The story, such as it is, involves a futuristic process called "erasure remodification," in which a criminal slated for capital punishment can opt instead to have his personality vacuumed out of his head. Then the personality of an old, dying person can be substituted -- old wine is poured into new bottles.

This narrative is not introduced until the film is more than half over, after well over an hour has elapsed. Before then, "The Passing" is a needlessly confusing jumble of Ernie and Rose's engagingly desultory byplay, intercut with the story of a violent young man, Wade (Huckert), who gets tagged with a bum murder rap. Wade's not nearly so interesting as the oldsters; Huckert seems to realize this, but his infelicitous strategy is to jazz up his scenes with shock effects -- slashings and beatings, rape scenes, and so forth.

Huckert's own performance is studied and actorish; he gets leagues better late in the film when Wade has been "erased" -- with subtle pantomime, he actually becomes an old man in a young man's body. Given the outline of "The Passing," you immediately ask how such a person would adjust to his new life -- that's the crux of the story -- but Huckert has taken the center and placed it at the end. The whole movie is a warm-up. Every idea that's promising in "The Passing" gets short shrift.

Perhaps this is conscious on Huckert's part, an attempt to keep the real story outside the frame. Certainly, the style of "The Passing" is self-consciously experimental. The movie is crazily jump-edited; time and reality lie on the floor in shards. But the purpose of all this is hard to decipher (are we seeing the world through Wade's eyes?). It just seems like showing off. And the action sequences, while graphic enough, are badly built -- Huckert keeps his camera aloof when you most want to enter the action, which only makes the violence seem that much more gratuitous.

To say that Huckert has made a pretentious sci-fi movie is not necessarily to knock him. A number of superb directors (Francis Coppola, for example) started out just this way. Occasionally, Huckert has some innovative surreal ideas. There's a vivid scene in a "sedation tank," with moving clouds superimposed; the erasure scene, except for the computer graphics, is powerfully evocative.

And the scenes between the two lively old gents, played against a soundtrack of scratchy 78s on a nostalgia radio station, may themselves be worth the price of admission. As practical, tobacco-stained Ernie takes instruction from his polymathic pal in everything from Hinduism to Yiddish cuss words, he responds with homespun wisdom of his own. "What I'd like to know," he says, "is how we ever got so damn old." The Passing, opening today in a one-week engagement at the Biograph, is unrated, and contains graphic violence, considerable