Fat Man and Little Boy is like a TV movie with really good camera work.

The Roland Joffe (The Killing Fields) film has good intentions, but it meanders and the viewer keeps expecting a soap commercial to intervene.

The film explores the personal stories of the scientific team assembled to build the first atomic bomb.

A slew of well-known performers appear in the movie, some of whom serve no legitimate function within the plot, like the talented Bonnie Bedelia (Heart like a Wheel) who plays Kitty Oppenheimer. Bedelia's talents are essentially wasted, as she appears in few scenes. She is also given little strong or interesting material with which to work.

Natasha Richardson manages to tackle her bit part with obvious vigor, but her performance is also diminished by the lack of engaging scenes.

Other performers are given a modicum of intriguing dialogue and action, but their characters are not deserving.

John Cusack plays young scientist Michael, who for some reason serves as the film's narrator. Why this character is chosen is a complete mystery. Most of Michael's private thoughts and observations are simply commentary on events already revealed. Michael also spews philosophical phrases which -- although interesting -- have nothing to do with the story.

All this suggests the notion that the script is less than adequate. The Bruce Robinson and Roland Joffe screenplay is superficial in its treatment of events.

None of the characters appear three-dimensional, a major flaw considering the film is based on actual events. The two writers also chose to rewrite history, as no one actually ever died at Los Alamos.

The hubbub circling Paul Newman's performance is rather wasted, as Newman's role is not the lead. Granted, Newman's fanatically driven Gen. Groves is a major acting accomplishment, but the script never takes aim at the heart of the workaholic. Newman's scenes generally have him shouting defiantly or gesturing victoriously.

As Newman is a superior performer, he does a fine job with what is provided. He becomes Groves and Groves' maddened state of mind appears. But there is the sensation that anyone could play the role as written.

The really juicy role in the film is genius Robert Oppenheimer, played by Dwight Schultz. Schultz has a plethora of well-written action to work with, and gives a good performance.

Oppenheimer is the ring-leader of the group -- he is responsible for keeping everyone else in line. Under the tensions, however, he himself succumbs to stress, appearing to crack.

Schultz shows Oppenheimer's teetering along this fine line. Moments of creative genius and jubilation are offset by instances of chain- smoking and almost crazed uncertainty.

Despite such character flaws, Fat Man and Little Boy is an attractive film. Joffe creates a visually splendid work. Even the opening credits are masterfully done.

He brings the mood of the time to life with a combination of music and on-location filming. The special lighting effects create an all- too-real atomic explosion. The intensity of the scene nearly blinds the viewer.

One especially poignant scene takes place at the end. As a seemingly triumphant Oppenheimer rides through the Los Almos streets, the slow motion filming technique and melodic background music mirror his expression of sorrow.

Fat Man and Little Boy tries hard to examine a difficult and volatile time in history. Unfortunately, it fails to shock the viewers or make them think.