Various characters in "Buffalo Girls" lament the passing of "the glory days," but the miniseries is quite the little glory itself, largely because Anjelica Huston achieves true gloriousness in her portrayal of Calamity Jane, lively old legend of the West.

To make an attractive proposition even more so, Melanie Griffith also stars -- as Dora DuFran, perky prostitute turned mercurial madame. And country singer Reba McEntire proves able and lovable in the role of crack shot Annie Oakley. There really isn't much plot, and what there is tends to dawdle and meander, but these three women make "Buffalo Girls" a can't-miss and don't-miss event.

Even if you don't love every minute of it, you'll probably love every minute of them. "Buffalo Girls" airs tonight and tomorrow at 9 on Channel 9, getting the annual May ratings sweeps off with a happy bang and proving that even CBS can do something right.

On the surface, the miniseries, based on Larry McMurtry's novel, is a touching remembrance of what Calamity Jane, in her narration, calls "the last of the Wild West times . . . them last few days of wildness." But "Girls" is also a tribute to womanhood, its infinite variety represented by the butchy Jane, the frilly Dora and the no-nonsense Annie, all sisters under the skin.

These are creatures of stature, of independence, of integrity, and they're colorful as all get-out. Unfortunately, all three are never in the same scene. Jane and Dora are friends in Dodge City, with no sign of Annie until Part 2, when Jane leaves Dora behind and goes off with Buffalo Bill's Wild West Show for a tour of England. She meets Annie in New York before they sail.

Though Jane and Annie don't get along at first encounter, eventually they, too, recognize they are kindred spirits, and Annie raises a toast: "To all us Buffalo Girls. We gotta stick together."

Lavishly scenic, beautifully photographed and intelligently written, the film lacks only a strong central story to pull it along. The characters sort of have to become the plot, and that works surprisingly well. It's less a matter of being told a great tale than of keeping company with great people, but in television that can be enough, and Lord knows it doesn't happen all that often.

There are plenty of potentially memorable characters scattered throughout the four hours. Jack Palance and Tracey Walter play Bartle Bone and Jim Ragg, two crusty coots who have obviously been lifelong friends, and for friends this close, life can never be long enough. Their mutual reliance is made both touching and funny. The two of them meet up with their old pal Calamity Jane as the film opens, all of them joining up briefly with notorious pompous ass George Armstrong Custer (John Diehl) as he heads for his date with destiny at the Little Bighorn.

Not everybody is fascinating. The apparent love of Dora's life is Teddy Blue, played uninterestingly by Gabriel Byrne; it never becomes truly clear why these lovers are so star-crossed, except that he wants to live in the country and she wants to live in the city, what there is of it. That would be Dodge City, perhaps the muddiest town ever seen in a western.

Jane's many pals include, briefly, Sam Elliott as Wild Bill Hickok and, throughout the film, Floyd Red Crow Westerman as No Ears, so named because he lost both ears in a battle. "He don't make sense," Bartle says of him, "but he ain't never wrong." Arriving on the scene late in Part 1, Peter Coyote gives a rousingly robust performance as Buffalo Bill, who glides effortlessly from living the legend to merchandising the myth.

On occasion Huston falls victim to a pitfall built into playing any whip-crackin' female; she gets a touch too cute and coy about it. And Huston has her work cut out for her when the story stalls or spins its wheels, or gets silly (Jane shooting up a London pub, or barging into a stuffy men's club in her buckskin togs). When you get right down to it, "Buffalo Girls" is really "The Miscellaneous Misadventures of Calamity Jane," lacking shape and momentum, and yet even when it's lulling, it isn't boring. The arid patches may actually enhance the overall texture.

For the most part, just watching the characters interact is pure pleasure -- sometimes rollicking, as when Jane and Dora dance to "Buffalo Gals" at the end of Part 1, and sometimes wrenching, as when the two friends must part, or when Jane finally meets the child to whom she wrote all the letters we hear her reciting on the soundtrack.

If the characters leapt off the page in McMurtry's book, they leap off the screen in the TV version. Prepare to clasp them to your bosom, or whatever it is you clasp people to.

Cynthia Whitcomb adapted the book, making it less of a downer and turning a character who was imaginary in the novel into a real person, which seems an improvement. Director Rod Hardy knows how to make the dialogue crackle and also how to put over the big visual moments, such as a scene in which Bartle and Jim watch hundreds of Indians disappear into the distance as they leave the lands that once were theirs.

The image alone says more than a thousand words of hand-wringing rhetoric.

Produced by essentially the same team that made the TV classic "Lonesome Dove" -- including executive producer Suzanne dePasse -- the miniseries is rich in virtually every aspect but story line. "Return to Lonesome Dove" was such a feeble sequel to the original that it seems only fair to consider "Buffalo Girls" the real sequel, at least until McMurtry's official sequel, "Streets of Laredo," becomes a miniseries too. The themes of old ways passing and the cruelties of change were there in "Lonesome Dove."

When first encountered, Huston as Calamity Jane is pretending to be a man, a ruse that ends when she bathes in a pond and her breasts show through her long underwear. "I lived like a man and sometimes even passed myself off as one," she says in her narration. "It gave me a kind of freedom that few women ever knew."

"Buffalo Girls" is about that freedom and freedom itself, as well as about the waning of an era and the indomitability of women. Huston, Griffith and McEntire make it not just bigger than life but, at times, better. CAPTION: Anjelica Huston and Melanie Griffith in Larry McMurtry's "Buffalo Girls." CAPTION: Reba McEntire as Annie Oakley, Peter Coyote as Buffalo Bill Cody and Anjelica Huston as Calamity Jane in "Buffalo Girls."