• A coming-of-age story set in the nadir of the Great Depression, "King Of The Hill" presents a series of episodes as seen by adolescent Aaron Kurlander (Jesse Bradford), whose descent into full-on poverty and seeming abandonment while holed up in a seedy St. Louis hotel doesn't deprive him of his wit or imagination. The more circumstances place him on the narrowest margins of life, the more he bears down.

    Summarizing "King Of The Hill" is much less easy than simply enjoying it. Taken from the memoir of A. E. Hotchner, "King Of The Hill" is not so much a single story but a series of vignettes involving Aaron's experiences during the spring and summer of 1933. The pictures are often beautiful, sunlight streaming everywhere without a cloud in the sky, but you always see the sweat on the faces.

    As Aaron tells his younger brother Sullivan (Cameron Boyd): "All the important stuff can't be taught. It has to be learned."

    For Aaron, this means faking it. A lot. The movie opens with him in a fancy public school where he isn't supposed to be, reading aloud his tale of receiving a phone call from Charles Lindbergh just before the latter's solo flight across the Atlantic. Later, he tells Sullivan how not to get in trouble when filching meals from more advantaged classmates. "I told you a thousand times, you only take food from the fat kids, and you never take a kid's dessert."

    All this could be grim material in another director's hands, but Steven Soderbergh applies a delicate touch throughout, aided by the sterling lenswork of Eliot Davis and a beguiling score (by Cliff Martinez and Michael Glenn Williams) mixed with some understated period music.

    Everything is understated in "King Of The Hill." There are some rotten characters about, like a bullying cop and a nasty bellhop at the poorly-named Empire Hotel, which is in the process of tossing their many indigent tenants out. But most of the people Aaron meets, even the rich ones, are decent. A well-heeled boy named Billy (Chris Samples) shows Aaron how to make some money breeding canaries, while his teacher (Karen Allen) does what she can to help Aaron despite knowing he lives outside her district.

    In the excellent DVD package put out by Criterion, Soderbergh expresses some dissatisfaction with "King Of The Hill," wishing he had made it "grittier." I doubt the film would be such a sleeper for so many had it taken a harder approach. We see Aaron alone in his apartment, in fear of being locked out (his often-absent father owes $172 he can't pay), making due with a meal from pictures of food cut out of a magazine, while outside the streets roar with the din of policemen tearing down a nearby Hooverville. You need the humor and the beauty to cut away from that and give us a window into Aaron's fertile, optimistic mind.

    Bradford is brilliant and affecting in the lead role, aided by a colorful supporting cast that includes Spalding Gray as a mysterious, down-on-his-luck man across the hall; Adrien Brody as Aaron's streetwise pal; and Amber Benson as a sickly neighbor named Ella who nurses a crush on Aaron, who tries to be nice but isn't yet interested in such things. Even rap star Lauryn Hill is on hand as an elevator operator, and a pre-teen Katherine Heigl, too, as a well- off classmate whom Aaron tries to impress with stories of his parents being lost on an archaeology expedition.

    "They've been lost lots of times," Aaron says, trying to tamp down her responsive anxiety, in a scene that might be more tragic if it wasn't so funny.

    There are glimmers of hope in this bleak vision, but even the ending leaves you feeling more unsettled than reassured. There are no easy answers in the world Aaron lives in, just a precious will to endure.

    The lack of a central, unifying story makes "King Of The Hill" a challenge to enjoy as thoroughly as one might, and there's sometimes a patness to the way good and bad things happen for Aaron. But overall, "King" is triumphant, and a film that stays with you when it is over.