THE FARRELLY BROTHERS have reached into their creative attic and found something delicate and charming. I should add: delicate and charming for the Farrelly brothers.

Perhaps you've seen the work of Peter and Michael Farrelly. I refer you to the scuzzily awe-inspiring "Dumb and Dumber," the Wonderbread-squeezy "Kingpin" and the hair-restorative "There's Something About Mary."

Well, before he regularly agonized over amusing ways to portray the passing of human wind, Peter F. wrote in 1988 "Outside Providence," a fairly tender, coming-of-age novel about growing up amid bongs and big guys in undershirts during the 1970s, while disco twirled under the lights in Pawtucket, R.I.

Enter Michael Corrente, director of "Federal Hill" and "American Buffalo," also longtime friend of the Farrellys from Rhode Island days.

He loved the book, wrote an adaptation with the brothers, raised money for it among the doctors and dentists of Rhode Island and directed the pleasurable result.

"Outside Providence"-the-movie, which stars relative newcomers Shawn Hatosy and Amy Smart, and features Alec Baldwin in a great supporting role, is a story that happens to be funny, rather than the outright, count-the-gags comedy you'd normally expect from these sibs.

It draws amusing bong hits from the proverbial party bowl; and it's straight enough to come up with memorably salty characters, evocative mood and a fragile, engaging romance.

After driving his marijuana smoke-clouded car into the back of a police cruiser, Tim Dunphy (Hatosy) gets dispatched to a bad-boy private school in peaceable, exclusive Connecticut country.

"Old Man Dunphy" (Baldwin), Tim's father, refers to his son as "Dildo" and kills time playing cards with a bunch of boozy, sad-sack pals. And Tim spends a lot of time getting stoned with such friends as Drugs Delaney (Jon Abrahams). So change might be the best thing for Tim, even though he'll miss his kid brother (Tommy Bone), crippled from a fall, and his three-legged dog.

Tim, who hasn't spent a moment outside of his blue-collar circle, is completely unprepared for the jacket-and-tie set at Cornwall Academy. His defensive, defiant attitude does not endear him to vindictive housemaster, Mr. Funderburk (Tim Crowe). And class discussion is way over his head. Asked at one point to identify his favorite author, Tim replies "Hamlet."

But he does meet classmate and rich girl Jane Weston (Smart), who appreciates Tim's straightforward manner and independence. These two may come from opposite sides of the tracks, but they get on famously. She's not only gorgeous but talks like one of the boys. And she appreciates the things he teaches her, such as the blissful benefits of smoking a joint soaked with insecticide.

There's much more to this movie than getting wasted, however. Director Corrente replays the male-bonding spirit that has distinguished his work. You can feel the humor and the warmth of men or students just hanging together, getting through life. And thanks to the Farrelly touch, those moments are frequently very funny.

"Did you go to school on a short bus?" argues one of Old Man Dunphy's card-playing circle. "Rock Hudson is not queer."

As Old Man Dunphy, Baldwin starts off as a stubbled, muttering bully. But he's a sentimental pushover when it comes to caring for his sons. What's appealing in "Outside Providence" is the blend of mood and texture, whether it's the emotional baggage Old Man Dunphy unloads when talking about Tim's dearly departed mother, or the jovial, tacky irreverence of guys left to their own resorts, or Tim's sheer innocence as he lies next to Jane in the campus grass, placing all his hopes into this first-time love, and other providences to come.

OUTSIDE PROVIDENCE (R, 103 minutes) -- Contains obscenity, profanity, drug use and sexual situations. Area theaters.