Cult favorite Pedro Almodovar loves loud wallpaper, soppy American melodramas and women--whether they are on the verge of a nervous breakdown, tied up or tied down, or are not really women at all but would like to be.

The Spanish filmmaker's films tend to be camp, jokey versions of old Hollywood sob stories, with drag queens instead of the usual subjects. But he brings more compassion to the troubled souls that inhabit "All About My Mother." It's the most grown-up of his curious films. It's also the least fun--not that the proceedings are altogether without humor.

But the tragedies multiply like tears at a wake. Manuela (soulful Cecilia Roth) is a single mother whose teenage son, Esteban (Eloy Azorin), has just turned 17. To celebrate, the two see a production of "A Streetcar Named Desire." Esteban is hit by a car while trying to get an autograph from Huma Rojo (divaesque Marisa Paredes), who is Blanche DuBois in the play.

Esteban, a novice writer, dies with his thick, tattered notebook in his hand. On its last page, Manuela reads of her son's desperate need to learn about his father, "no matter who he is, nor how he is, nor how he treated my mother." To fulfill his last wish, Manuela leaves Madrid for Barcelona, where she lived with the boy's father, Lola, until she became pregnant. He is a transvestite who for years has turned tricks to pay for his drug habit.

By coincidence, Manuela is also reunited with La Agrado (Antonia San Juan), also a cross-dressing prostitute who once lived with her and Lola. The happenstance is getting to be very convenient, but the story becomes still more improbable, even ludicrous, when Manuela takes in a young nun (eloquent-eyed Penelope Cruz), who's pregnant with Lola's second son. You'd think it could get no sillier than that, but you'd be wrong.

The story's structure and themes are echoed in references to "All About Eve," "A Streetcar Named Desire" and "How to Marry a Millionaire." The three main characters of "All About My Mother" aren't quite as carefree as the trio of man-hunting models in "Millionaire," but they do support each other when the chips are down. Spontaneous solidarity among women is one of the film's subjects.

In addition to grief, Bette Davis and acting, "All About My Mother" also deals with everything from AIDS to the pain and beauty of motherhood. And while American actresses are having their breast implants removed, the cross-dressers of "All About My Mother" offer their endorsement to artificial enhancement. "A woman," says Agrado (whose surgeon has been busy), "is more authentic when she looks like what she has dreamed for herself."

In other words, a woman trapped in a man's body should really try to get out.

All About My Mother (101 minutes, at the Cineplex Odeon Dupont Circle) is rated R for sex, violence, nudity and language.

CAPTION: Cecilia Roth, Rosa Maria Sarda and Penelope Cruz in "All About My Mother."