WHEN A HOOKER named Penny responds to a call at Room 7B at a seedy hotel, she is shocked by what -- or whom -- she finds: a pair of identical, conjoined twins. But in "Twin Falls Idaho," the freakishness of this encounter evolves into something more lyrical and affecting. Over the course of delicately textured time, these three lonely souls are to become connected forever.

Despite the title, the story is not set in Twin Falls, Idaho. In what seems like an indirect reference to the twinning puns of Peter Greenaway in his films "The Falls" and "A Zed and Two Noughts," these brothers (played by twin -- and unjoined -- brothers Michael and Mark Polish) are named Falls. The city is unspecified but the hotel is located on Idaho Street.

Why are these brothers here? To visit a relative, they tell Penny (Michele Hicks). We soon find out the relative in question is their mother (played by the ever-radiant Lesley Ann Warren) who gave them up in horror when they were born. For obvious reasons, the Falls are taking their time about knocking on her door.

Through Penny's eyes, we warm up to these brothers. Dressed in the same style of chocolate-brown suit and sporting closely cropped hair, they're tinged with a certain tragedy, taciturn and effortlessly beatific.

Blake (that's Mark Polish), the twin on the left, is the more talkative, brighter one. As we soon learn, it is his stronger constitution that keeps the weak-hearted Francis from passing away.

Francis (Michael), who seldom speaks and is constantly ailing, is clearly a liability. And as we sense the glimmer of more than friendship between Blake and Penny, an unspoken question becomes harder to ignore. Is Francis stopping Blake from a better life?

"Twin Falls Idaho," directed by Michael Polish, who cowrote with Mark, lulls us into a sort of vigilant trance with its sustained silences, murky lighting and languid music. Everyone seems to be living in an otherworldly dream, and we're the only ones to register this. And although the Falls brothers encounter predictable conflict -- a Halloween party where the guests realize they aren't really in costume -- the movie steers clear of cheap pathos.

The movie also maintains an offbeat, but restrained sense of humor. With utterly deadpan faces, the brothers attempt to convince Penny they were gestated in the womb of a cow. It takes a few minutes to even realize they're joking. At another point, when Penny leaves their hotel room, Blake softly calls out: "Maybe I'll call you when I'm single."

There are other things to love here, including Hicks's sweet performance as Penny. If she wasn't busy tending to, and appreciating the twins, she'd be a story of her own. There are also some memorable turns from Patrick Bauchau as Penny's doctor-friend Miles, who tends to Francis; and Garrett Morris as the Fallses' eccentric hotel neighbor, Jesus. But it's the almost eerie presence of the Polish brothers that gives this movie its lasting quality. They don't just play the part, they imprint an aura into our minds for days afterward.

TWIN FALLS IDAHO (R, 105 minutes) -- Contains some obscenities and mild sexual situations. At the Cineplex Odeon Dupont Circle.