D: Todd Hughes. Mary Woronov, Jaime Tolbert, Sandra Kinder, Jane Ray, Roma Maffia, Jenny Shimizu, Cheryl Dunye, Amy Hill, Tracy Reiner, Mary Scheer, Michael White, Matt North, Thea Constantine. 90 Min.

In this deftly executed homage to sci-fi B-movies of the '70s, director Todd Hughes paints a picture of a world without men. If women were free to shape the future, what might it be like?

The absolutely marvelous Mary Woronov ("Rock N Roll High School," "Eating Raoul") plays Lisa LaStrada, a haunted character who both loves and hates her philandering husband, Jay (Michael White). Delivering her lines with her patented mixture of vulnerability and strength, she milks every scene for the humor and pathos inherent in the concept.

When a bizarre rainstorm sends all the men on the planet into comas, Lisa and her small-town sisters find themselves in a position of strength. At last they can create the feminist paradise of which they have always dreamed.

Unfortunately, not everyon's idea of paradise is the same. Hippie chicks and bikers clash, while a strange society of medical professionals seeks to use the comatose men for their own ends.

Hughes weaves a darkly funny apocalyptic tale, while exploring the true nature of the human soul. A fine film.