"White Palace" is pretty tough to swallow. The film -- which Ted Tally and Alvin Sargent adapted from Glenn Savan's novel -- is pure '30s-style melodrama, a May-September romance between two cultural opposites, a swell and a commoner. And while this sort of thing may have worked in the '30s, by today's standards it's half-baked.

Its main character, Max (James Spader), is dead. He died when Janey, his wife and childhood sweetheart, was killed two years ago in an automobile accident. Since then he hasn't cracked a smile, hasn't slept with a woman, hasn't lived.

Then, on the night of his best friend's bachelor party, he stops into the White Palace to get burgers for the gang and meets Nora (Susan Sarandon). She's a waitress and she's dead too, ever since her teenage boy succumbed to booze and drugs. The two couldn't be more different. He's Jewish. She says, "Interesting people, the Jews." She's from Dogtown, the lower-rent section of St. Louis, and he's from uptown; she's Oak Ridge Boys, he's Bach; she's Kraft processed Parmesan cheese, he's imported reggiano. She's 43, he's 27.

Somehow, though, they hook up. For her, at first, it's part of the routine of sex and booze she's been playing out to cover her pain. For him, it's a moment's indiscretion brought on by a combination of self-pity and Scotch. Nora is obsessed with Marilyn Monroe; she likes her, she says, because she kept "fightin' and losin', fightin' and losin'." This is how Nora sees her future. Max offers her the chance for something more. Still, she can't quite bring herself to believe it; she expects to lose. Max and Nora are perfect for each other because they make each other forget their backgrounds, forget their miseries. That's all they have in common -- forgetting. The sheer incongruity of the pairing -- and constant, explosive sex -- seems to awaken them, though, bring them back to life. With every imaginable obstacle in their way, they fall in love.

Then comes the hard part.

Nora's preoccupation with Monroe is apt; in a way, "White Palace" is like one of Monroe's movies, "The Prince and the Showgirl." The formula is classic: Max is a spoiled princeling, but so cultured that he's cut off from real experience, real feeling, from life. In terms of real experience, Nora -- like the rest of the lower class -- is the mother lode. Nora boozes and vents her feelings and makes love when she feels like it; there's no subtlety in her, no refinement. She's just raw femininity and straight talk.

When Max falls in love with her, he realizes how muted and enervated his life is. He was deeply in love with his wife, but Nora introduces him to something new, to desire -- "I've never wanted a woman as much as I want you," he tells her.

It's when Max decides to introduce Nora to his family and friends that "White Palace" reveals its real agenda. Underneath the surface of this rehashed '30s melodrama is a study in Jewish self-hatred. When the couple goes to a Thanksgiving dinner at the home of one of Max's wealthier friends, Nora is introduced to a gallery of Jewish grotesques. All of them either look down at her or seem not to see her at all, and they look with such horror at her white, off-the-shoulder angora sweater with its shiny birdy appliques that you'd think she had shown up in a G-string and pasties.

They're snobs, and the movie would like us to see them as cultured, upper-class monsters. If the movie had allowed for any humanity from these characters -- if it had let us think simply that Max had outgrown his crowd of friends and wanted something different, something deeper and more genuine -- we might have been able to buy it. Instead, it gives us a scene in which Max talks to a beautiful young woman who's interested in him, who's smart and articulate and shares many of his interests, but he dismisses her because she's so fastidious that her Dustbuster doesn't even have any dust in it. The way it's set up, Nora seems less a choice than a reaction; it's not her virtues he's drawn to, it's that she's not one of them.

Sarandon does what she can to triumph over the crudities in the material. Nora is written as a sort of trash goddess, but the actress doesn't play her that way. She makes her tougher and more used up, but Sarandon gives her a sense of common-sense earthiness and sensuality, and she's brilliantly vital doing it.

No one in the movies today is better at playing lowdown women of the world than Sarandon. But the problem with Sarandon's magnificently realistic approach is that it makes it harder for us to see the connections between her and the stuffy, put-upon Max. Spader is good at playing heels, and that streak of aloofness and superiority in him was ideal for his character in "sex, lies, and videotape." But as an actor, he seems perpetually to be the kid on the sidelines who won't join the game. Here, unfortunately, he comes across merely as a stick in the mud. He's the most grim-faced of leading men. Even in the jousting sex scenes with Sarandon, he can't let go.

Luis Mandoki's direction seems just as stodgy. His scenes just stack up, end to end, without building or connecting. And this, in itself, is quite a feat, since we see the dramatic curve of the story almost from the couple's first encounter. The lovemaking scenes show that he's not much good at erotic material either. The bodies never seem to unscramble; they're just a pile of limbs, never people.

What we're left with here is the feeling that the relationship -- and the sex -- weren't that important to the filmmakers to begin with. What seemed to jazz them most was the opportunity to make a hit on Max's particular stratum of shallow Jewish highbrows. And what "White Palace" amounts to is an assassination, under the guise of class examination. It's not even honest self-hatred; it's self-hatred under wraps.

White Palace, at area theaters, is rated R and contains sexuality and adult language.