BARCELONA (1994) ***. Written, produced and directed by Whit Stillman. Photography, John Thomas. Design, Jose Maria Botines. Editing, Christopher Tellefsen. Music, Marc Suozzo. Cast: Taylor Nichols, Chris Eigeman, Tushka Bergen, Mira Sorvino, Pepe Munne, Hellena Schmied, Nuria Badia, Thomas Gibson, Jack Gilpin. A Fine Line release. 101 min. Rated PG-13.

"Barcelona" is the second film by Whit Stillman, whose "Metropolitan" was enthusiastically received. Unusual and decidedly anti-populist, it dealt with the snobbish yet oddly appealing little world of young Manhattan debutantes and former preppies. They wisecrack, play games of cattiness, love, backbiting and culture ("I don't read novels, I prefer good literary criticism") and anxiously try to define their social class.

There is a lot of "Metropolitan" in "Barcelona" as the nexus of the film is, once more, talk. But there is action, the settings are opened up, and the American protagonists (both from "Metropolitan") are closer to the mainstream than the pre-yuppies of "Metropolitan."

The setting is Barcelona in the early 1980s. Ted (Nichols) and his cousin Fred (Eigeman) are respectively the representative of a Chicago firm and a Lieutenant j.g. in the U.S. Navy. When Fred drops in unexpectedly at Ted's apartment, Ted isn't pleased. He doesn't especially like his unintellectual but assertive and manipulative relative.

Ted himself is nothing to write home about. He is insecure, wonders about being cut out for sales, tries for self-improvement through inspirational business books and the Bible. (In a droll scene he reads a Bible hidden inside a financial magazine while he dances to a old Glenn Miller record).

Recovering from an affair and wanting to avoid the influence of sheer physical beauty, Ted decides to have relationships only with "plain or even rather homely women." Fred, on the other hand, is an uncomplexed skirt-chaser whose task is easy: while the U.S.A.. is moving away from the uninhibited 70s, the liberated post-Franco Spaniards are whooping it up in discos and, says Ted, the women are most promiscuous.

In quirky ways the cousins become involved with pretty girls, mostly Trade Fair hostesses or translators who by day wear chic stewardess-like uniforms and by night chic couturier outfits.

Between them and with others, the men engage in conversations ranging from the utterly trivial to the somewhat banal. Talk is spiced up by the period's strong anti-American sentiment that produces constant arguments, especially since Fred, in Barcelona as an advance man for the Sixth Fleet, responds to accusations with aggressive and mostly silly patriotic fervor.

The Spaniards criticize the U.S.A. with European haughtiness ("vulgarity, crime, a total lack of culture...") and call it Fascist. They are generally either right for the wrong reasons or wrong for the right reasons. Their often comical references include "the AFL-CIA" which they take to be a labor and government organization.

Still, the men do enter into quirky liaisons in which the women are remarkably cool -- quite different from the "passionate senorita" stereotypes. Meanwhile, anti-Americanism leads to bombings (IBM, the USO), the death of an American sailor, and terrorist acts that will affect the cousins and their relationship as the movie moves from lightness to pathos, but even the pathos is treated with deft irony.

In spite of some plot twists, it is the banter, dialogues and discussions that provide the film's primary interest. The talk is mostly ludicrous, often witty or funny, and rings true. Writer-director Stillman knows his Yanks and his Catalans, and having worked for years in Barcelona (his wife is from that city and his two girls were born there) he also has a genuine feeling for it.

The third main character is Barcelona itself, a place that Stillman loves and films well and intelligently without Gaudi-esque picturesqueness or the touristic cliches of Hollywood movies set in cities like Paris, Rome or Venice.

The going gets sometimes strained, for dramatic and technical reasons. Ted's and Fred's accurate portrayal does not make them endearing like some of the people in "Metropolitan." Older than the kids in the earlier movie, they can be gratingly immature, like 30 going on 20.

The soundtrack, as in films by Godard, keeps the ambient (background) noises for authenticity, but unlike Godard, sometimes makes the dialogue hard to follow. And the music track occasionally intrudes with its persistent imitation of the Pachelbel Canon.

The depiction of the culture and lifestyle gap between the American innocents abroad and the Spanish know-it-all, prejudiced, would-be sophisticates is adroitly drawn, instructive, entertaining and refreshingly different from most American films.

[Written Sat. Oct 8, 94]