NOBODY'S FOOL *** 1/2. Written & directed by Robert Benton from the novel by Richard Russo. Photography, John Bailey. Editing, John Bloom. Production design, David Gropman. Music, Howard Shore. Produced by Scott Rudin and Arlene Donovan. Cast: Paul Newman, Jessica Tandy, Bruce Willis, Melanie Griffith, Dylan Walsh, Pruitt Taylor Vince, Josef Sommer, Gene Saks, Philip Bosco. A Paramount release. 110 minutes. Rated R (severely so, for language and flash of nudity).

"Nobody's Fool" deals with a group of people in a small, upstate New York town called North Bath. The movie is in some ways the many-times-removed cousin of "Our Town." Unlike that film however, it does not give equal stress to everyone, but keeps an emphatic focus on Donald ("Sully") Sullivan, who is 60 but whom 70-year old Paul Newman plays without the least stretch.

Ages ago, Sully divorced his wife who still resides in North Bath with her second husband. Sully rents a room in the house of his grade-school teacher (the late Jessica Tandy in her last role) whom everyone calls Miss Beryl although she has a middle-aged son, a pinched banker.

Sully is a prole who has never lived a regular working stiff's life and probably has bummed around a little in North Bath, living from day to day. Now a bum leg keeps him unemployed after a fall from a scaffolding of the modest Tip Top Construction Company, whose boss Carl Roebuck (Bruce Willis) Sully keeps suing in vain.

"Nobody's Fool" is a rare movie for these days, as it delves on characters and relationships rather than action or major plot turns. Sully, happy-go-lucky, occasionally hard-drinking, always ready with a wisecrack or repartee, is liked by all who know him: by the judge (Philip Bosco) who rules against his lawsuits and later sends him to jail for assailing a vexatious cop; by his ineffectual lawyer (stage director Gene Saks) who has an artificial leg; by Miss Beryl; by his friend, handyman Rub (Pruitt Taylor Vince) who is his partner-employee in odd construction jobs; by the bar-lady of his regular haunt; by the police-chief...

Sully may be perpetually broke, but he is, as the old yet valid cliche goes, rich in friends, and quietly willing to help others and treat them decently. Behind Sully's surface simplicity lies a complex man.

Cleverly, this two-way liking is not goofy, smarmy or sentimental, but natural, subtle and taken for granted within an overall warm framework.

Better yet, in one of the script's many originalities, Carl and Sully, have been friends forever, and still are, in spite of trading disparaging remarks. They even belong to a regular group of poker playing that includes the chief of police. All the while Sully keeps stealing Carl's snow-blower which Carl keeps stealing back--all in good humor.

Carl is a Lothario who openly has affairs with his successive blonde secretaries. His wife Toby (Melanie Griffith) faces this with tolerant spunk and humor. To top it all, Toby and Sully have, quite openly too, a whimsical May-November mutual attraction that Carl jokes about.

Events take a new direction when Sully's son Peter (Dylan Walsh) appears with wife and boys for a reluctant Thanksgiving dinner at his mother's. Peter, an English professor at the University of West Virginia, has professional troubles, marital woes, and a major grudge against his father whom he practically never saw.

Much of the film from now on will be about the rapprochement between Sully and Peter, a connection catalyzed by a wildly funny re-theft of the snow-blower by those two (families that steal together stay together?) and by Sully's interest in one of the boys. This and other small events make Sully finally grow up and discover that he is a father and a grandfather.

The movie's dialogue is splendid, witty and sharp. It fleshes out the characters beautifully. These are real people with real talk -- not necessarily real-life talk, since, if the dialogue were of the authentic, tape-recorded type, its wasted words and hesitations would bring yawns to the listeners. But it is first-rate movie-real dialogue, a convincing simulacrum that walks the wire between the spontaneous and the convincingly concocted.

The acting is impeccable --and colorful -- throughout. Watching, in relatively small parts, Melanie Griffith ( not everyone's cup of tea) and Bruce Willis (unarmed for a change), is a joy, now touching, now amusing, now both. Watching Paul Newman (which means the entire movie) is vastly entertaining. Without copying himself, and in a semi-minimalist way, Newman is still the fellow who, though a loser in some respects, is sure of himself, brings to his roles a paradoxical touch of class and of purity, and can also do crazy things -- as in "The Hustler," " Cool Hand Luke," "Butch Cassidy and the Sundance Kid," "The Sting" and elsewhere.

All this is in a perfectly realistic setting of a depressed town that had known much better times, as witnessed by some nice old buildings. Now both interiors and exteriors look run-down and grungy. Nothing is prettified, and winter (the time is between Thanksgiving and Christmas) makes things even worse with dirty snow and lack of cheerful greenery that would hide ugliness.

The many qualities of the film range from its basic premises to a host of well observed details, from hilarious to moving. Like a child afraid to approach the kindly lawyer who has an artificial leg. Like that leg being removed in a session of strip-poker. Like the near-total absence of touchy-feely scenes. Like the subtle correspondence of making Bruce Willis' secretaries akin to the dizzy dames portrayed by Melanie Griffith in several movies.

"Nobody's Fool" may fool some people into thinking of it as mainly a Paul Newman vehicle. That it is, but it is also a movie by Robert Benton, the writer of "Bonnie and Clyde," the writer-director of "Bad Company," "Kramer vs. Kramer," "Places in the Heart," and others-- a man who has a wonderful eye and ear for ordinary people. And it is a film that also belongs to its technicians and to the great ensemble playing of its cast.