IN JUDY BERLIN, a breakthrough film for writer/director Eric Mendelsohn, citizens of a sleepy town in upstate New York take to wandering the streets in the shadows of an unnaturally lengthy eclipse. The film is the first of a half-dozen features (all festival favorites that never landed more traditional distribution) touring the country in a film series assembled by the independent studio Shooting Gallery. It's such a hushed wonder that I hesitate to praise it for fear of overwhelming its subtle victories.

David Gold (Aaron Harnick) is a depressed, 30-year-old would-be filmmaker hiding out at his parents' house in his home town, dreaming of making a movie about his city and "what it looks like when nobody's looking." Mendelsohn, of course, has made that funny, wistful film, and what he sees when no one else is looking is people with embarrassed desires and failed dreams, shuffling about in the hopes of finding themselves needed before too much time passes.

David roams his old stomping grounds with a crushed nostalgia, and fatefully runs into the titular character, an old schoolmate who is now an indomitably sunny, painfully untalented aspiring actress (played by The Sopranos' Edie Falco). Falco's perfectly modulated comic vulnerability--with teeth trapped in "adult braces," Judy exudes the aura of someone you'd never like to see perform, but desperately hope will succeed--is one highlight of a true ensemble that also features affecting work from Barbara Barrie, Bob Dishy, and the late, great Madeline Kahn.

Mendelsohn is guilty of some Bergman- esque deliberation, but he's also crafted a screenplay filled with tiny revelations in scenes that start small and stay small, their humor and pathos blooming modestly somewhere in between. Kahn has a haunting monologue during her "moonwalk" that begins as a reflection on the irrelevance of time, and finishes as a memory of her husband thoughtfully bringing her a glass of milk "without asking." Mendelsohn plays out this lilting darkness with a sincere, almost serene empathy for human fumblings that makes this small black-and-white film one of the finds of the year.