When she first entered the public eye playing the simultaneous roles of rising pop singer and girlfriend of Mick Jagger, Marianne Faithfull seemed too fragile and withdrawn to withstand the burden of Swinging London celebrity. As Faithfull sings her 1965 hit "As Tears Go By ," she appears withdrawn and not particularly happy with the events that have placed her in front of a TV camera, but determined to force her way through them (which only adds to the poignancy of the song). She's waiting for her 15 minutes to end.

And they did, rather spectacularly, by way of public scandal and private tragedy, including a long bout of drug addiction. But Faithfull survived her fall from grace and managed to carve out an interesting musical path, re-emerging in the late '70s as a post-punk chanteuse and evolving in the years since into a postmodern Lotte Lenya with a growling, tobacco-reeking voice. Her world-weary but proud interpretations of everything from Weill to Waits have turned that earlier little girl looking so awkward on the "Hullabaloo" stage into a hazy memory.

Maggie, the woman she plays in "Irina Palm ," is, at first glance, as far removed from Faithfull's stately, death-cheating stage persona as you can get. She's a self-described "frump," a dowdy, aging widow living on a pension, going through the motions of a dreary bourgeois life with only her family and a few dull friends to pass the hours. It takes a personal crisis of the most melodramatic kind - her grandson is dying and needs to go to Australia for an operation - to push her out of her routine.

So - credulity be strained - she takes a part-time job at Sexy World, a strip club/sex shop where she services men by hand from the other side of a hole in a wall. And she turns out to be surprisingly good at it, becoming one of Soho's leading attractions and rewarded with her own marquee identity (the film's title). Although courted by rival clubs, she's shunned by family and friends, making Irina/Maggie's new life something of a struggle.

Admittedly, "Irina Palm," directed and co-written by Sam Garbarski, is based on a premise that is simultaneously maudlin and unappealingly seamy, no matter how carefully the director manages to obscure or block any glimpse of his heroine's handiwork. If it's redeemed at all, it's almost solely due to the brutal sincerity of Faithfull's performance (though Miki Manojlovic is almost as good as Irina's Russian employer).

Though it never thoroughly overcomes the silly and somewhat cliched concept, the film eventually pulls through as a kind of offbeat fairy tale, the story of a soiled but persevering Ugly Duckling. It's the story of a plain, dowdy nobody who turns out to be Marianne Faithfull.

"Irina Palm" begins a weeklong run on Friday at Tivoli.

Trend watch! Fans of Nicholas Roeg's films will be pleased to spot Jenny Agutter, star of his 1971 "Walkabout," turn up briefly as one of Maggie's harpy friends. She's the third actress from a Roeg classic to turn up unexpectedly in films in the last year or so (I'm not counting Julie Christie's re-emergence last year in "Away From Her" because ... it was Julie Christie!). The other two were "The Man Who Fell to Earth's" Candy Clark (a secretary in "Zodiac") and Theresa Russell (Roeg's ex-wife, who starred in a half-dozen of his films) as the Sandman's wife in "Spider-Man 3." Can Anita Pallenberg be next?

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