The maddening paradox concerning Paul Newman's career as a director is how a man so gifted on one side of the camera could be so ham-handed and awkward on the other. Other actors have turned director with varying degrees of success. But this isn't a case -- as it was, for example, with Laurence Olivier -- where an actor of brilliance possesses only journeyman ills as a director. The simple fact is that Newman is a bad director. And, even worse, sitting in the director's chair, he seems to forget everything he ever knew about acting.

In committing Tennessee Williams' "The Glass Menagerie" to film, Newman has failed to do the one basic thing a director must do: He has settled on a style for his adaptation without arriving at an interpretation. He has gathered an impressive cast, and, working with the gifted cinematographer Michael Ballhaus and production designer Tony Walton, he's given the movie a dark-shadowed, dreamy surface. And at least as far as stars and production values go, the picture has a kind of definitive weight to it. But there's no force of imagination behind this version; watching it, you're not sure why he felt compelled to do it.

The movie opens with John Malkovich as Tom returning to the lower-middle-class apartment house in St. Louis where he and his mother Amanda (Joanne Woodward) and his sister Laura (Karen Allen) lived together before he -- like his father -- deserted them. Climbing up the fire escape, he finds the apartment abandoned, the windows broken out and the floors cluttered with debris. "The scene is memory and is therefore nonrealistic," Williams wrote in his stage directions at the beginning of the play, and it is from this description that Newman has taken his cue.

Newman's production is what might be called a close reading of Williams' play. Even though he has, to some extent, opened up the play and made it more cinematic, he's stuck closely to the text. And Tom, who functions as a narrator as well as a character within the play, draws us into the action by, as he says, turning back time.

But Newman gives us only the most literal layers of meaning; it's Williams without subtext or subtlety. The dual focus of the play is on the battle of wills between Tom and Amanda, who sees her son following in the footsteps of his father, and the dilemma of Laura, who is crippled, both by shyness and a deformity of one of her legs, and spends all her days musing and polishing her collection of tiny glass figurines. There's a lot of hollering between Tom and Amanda, who picks at her son's posture, his late-night habits and his selfishness.

As Amanda, Woodward rages at her young 'uns in a voice that may have been full of dulcet notes when she turned the heads of her gentleman callers in her youth, but has now grown hard-edged and ringing, like a cracked bell. As written, Amanda is an exasperating figure, and we're supposed to see that Tom either has to escape or end up like Laura, broken and dependent. But we should also be able to see the poignancy in Amanda's retreat into the memories of her younger days. Her tiresome regressions are her lifeline, her salvation from despair, and there is something heroic in them. But Woodward leaves out the tragic dimension to the character; her Amanda isn't moving -- she's a prattling bore.

If Woodward's performance is all empty declamation and artificiality, Malkovich's work is understated, reined-in and just as unconvincing. As Tom, he is a mass of tics and affectations: Even the simplest gesture or line reading becomes an opportunity for him to flaunt his eccentricities.

However, there is one performer who manages to stand out. The scenes in which Karen Allen appears seduce the audience into a rhythm different from the rest of the film. As Laura, she's the still, poetic center of the production, and her performance has such enthralling quietness and intimacy that it makes the noisy rantings of the others seem like distant echoes.

Williams based the character on his own troubled sister Rose, whose memory haunted him -- as the memory of Laura haunts Tom -- throughout his life. And, in the role, Allen has a ghostly luminosity. I've never before seen the character of Laura played convincingly, on stage or on screen. She is a reactive character, with not much to do, and she has always seemed more a literary construction than a flesh-and-blood reality. Allen's Laura doesn't quite seem flesh and blood either -- she's more a distillation of dreamy vapors. Her Laura is beyond pathos -- she's beyond everything.

When the Gentleman Caller (James Naughton) begins his sales pitch, Laura fixes her eyes admiringly on him, but the words don't reach her ears. In these scenes, Allen plays her as someone in a coma who, ever so briefly, rallies and then sinks back into darkness again. She's already passed, irretrievably, over into the land of glass figurines and Victrola music, and the effect is heartbreaking.

The last part of the film belongs to Allen and Naughton, who accents the oafish boosterism of the character rather than the aspects of tarnished glory, and it's immeasurably better than the first sections. In most productions, Amanda overwhelms the play, as she does the characters in it, but not here: This is Laura's play. Allen's faraway intensity -- and the shine in her china-blue eyes -- burn themselves into your mind.

The Glass Menagerie, at the Key, is rated PG.