In alternative rock music circles, Athens, Ga., has assumed a near-mythic status over the last decade as a place where bands can be independent and creative without considering commercial appeal. It's a small college town with more than its share of good bands -- the most notable being R.E.M., the B-52s, Pylon and Love Tractor. A few years back, director Tony Gayton went there to find out what made Athens such a fertile breeding ground.

The result is "Athens, Ga. -- Inside/Out," a languid documentary on what one observer calls "one of the most Zen places on earth." So it may be, yet to judge from the music, Athens is a fairly typical college town that seems to have lucked into its few good bands without having done all that much to nurture them. The clubs seem as empty (or as full) as Washington's, but the Athens bands -- many made up of students and ex-students -- seem quite content to play without any chips on their shoulders. "It's not a steppingstone," one musician says, explaining that he plays for the "dignity and fun" of making music.

Often the musicians have a collegiate daffiness -- particularly R.E.M.'s lead singer, Michael Stipe, whose detached pronouncements have a charmingly hazy finality.

The range of musical motivations range from the Barb-B-Que Killers' "We all met each other and said 'Hell, yeah!' " to Time Toy's "We played through his stereo for a while and decided we were a band." Sometimes there's a lack of motivation, too: Pylon, constantly referred to as an inspiration and the best band in town, called it quits "while we were still having a good time." One member now works in a photocopy shop, while another vegetates, not quite sure what to do, though she'll probably do it in Athens. "If I decide on quality of life," she says, "I'll be here a long time."

Interviews and performances are skillfully interwoven, but musicians aren't the only subjects in Gayton's free-form film. There's the primitive painter, the Rev. Howard Finster, explaining his intuitive art and strumming "When the Saints Go Marching In" with Dexter Romweber of the Flat Duo Jets (Romweber looks like Kurt Russell playing a punk Elvis). And there's Walter Rittenberg, MB (master of barbecue), and the Rev. John D. Ruth, another visionary artist compelled "to take nothing and make something." Some of the film's nicest moments come when Ruth and his wife sit down at his little pump organ to make some gospel music.

Of the bands that have put Athens on the map, R.E.M., Dreams So Real and the mostly instrumental, always hypnotizing Love Tractor make the best impressions. All the bands display a feisty, experimental and independent spirit, but that doesn't always translate into good music. Still, Gayton's film reflects the energy and the self-made spirit of Athens. And in these days of assembly-line rock bands, that counts for a little more than something.

Athens, Ga. -- Inside/Out, at the Biograph, is unrated.