EXPLAINING WHY he and his wife made children, Bill Cosby said, "It seemed like a good idea at the time." Which may explain why Paul Newman made Tennessee Williams' "The Glass Menagerie."

Impressed by the performances of his wife Joanne Woodward, Karen Allen and James Naughton at a recent Williamstown Theatre Festival, Newman thought it would be nice to -- well, you know. Only John Sayles, who played the pivotal role of Tom at Williamstown, has been replaced in the film (by John Malkovich). Turns out it was a good move for Sayles -- he directed "Matewan" in the meantime and stayed out of acting trouble.

Acting is definitely the trouble in "Menagerie." There's an awful lot of it here. And there are many words -- fine words by Tennessee Williams. But before that no-nonsense lens, and as emoted by Malkovich and Woodward, they seem time-consuming, inflated, dated and theatrical. The film's few good moments happen when mouths are firmly shut.

Which is why Karen Allen, one of the screen's great underrated actresses, comes off best. As frail and softspoken daughter Laura, awaiting gentleman callers who never come, she's the best film performer here. Her success comes from silent workings of the face -- the eyes, the mouth, the ungainly and graceful movements of the body. She's as fragile as the glass trinkets she makes.

But Woodward, she with the longest resume, is the disappointment. Apparently understating, she speaks in a low, squeaky tone -- a kind of laryngitic falsetto. It's so irritating it makes her moments of hysteria a relief. She is also at her best when wordless. The sudden cocking of her head when she's hurt or angry with her son; her hunched, huffy walk into her room after he's insulted her; these actions speak louder than squeaking.

Malkovich, as the pivotal Tom, is certainly watchable. Anger usually is. But as the son bearing his mother's pushiness and the brother tethered to his sister's social infirmity, his actions are obvious and broad. They smell of the stage.

Which seems to have been director Newman's intention. But by filming this play in straightforward manner (no scriptwriter is credited for the streamlining), Newman emphasizes the artificiality of theater and distances you from the play. THE GLASS MENAGERIE (PG) --

At the Key.