Girls just want to have fun in "Sleepover," a frenetic, featherweight trifle aimed at tweener femmes who view Ashley and Mary-Kate Olsen as older, enviable role models. Adults may be unsettled, if not outraged, by MGM release's depiction of 14-year-old girls as budding hotties. But niche target aud could respond warmly to pic's fantasy fulfillment.

Girls just want to have fun in “Sleepover,” a frenetic, featherweight trifle aimed at tweener femmes who view Ashley and Mary-Kate Olsen as older, enviable role models. Adults may be unsettled, if not outraged, by MGM release’s depiction of 14-year-old girls as budding hotties. But niche target aud could respond warmly to pic’s fantasy fulfillment elements, thereby generating respectable B.O. and better-than-OK homevid biz.

Five years after attracting attention with his cheeky “George Lucas in Love” short, helmer Joe Nussbaum has tackled his first feature project while under the obvious influence of John Hughes’ “Sixteen Candles.” Alexa Vega, late of Robert Rodriguez’s “Spy Kids” trilogy, stars in what may best be described as the Molly Ringwald role: Julie, a nubile adolescent who’s newly graduated from junior high, hopelessly attracted to an “older” high school hunk and deeply concerned that her best friend, Hannah (Mika Boorem), is moving away to Vancouver.

To celebrate the end of the school year, Julie talks her warily protective mom (Jane Lynch) and easily distracted dad (Jeff Garlin) into allowing her to host a sleepover. In addition to Hannah, guests include Yancy (Kallie Flynn Childress), an overweight classmate with serious self-esteem problems, and Farrah (Scout Taylor-Compton), a character so thinly written as to appear more or less an afterthought.

Julie promises to follow various rules — don’t leave the house, don’t stay up late, don’t make too much noise, etc. — while her mother enjoys a night out with friends and her father concentrates on installing a kitchen sink water purifier. Not surprisingly, Julie breaks her promise.

Blame it on Stacie (Sara Paxton), a snippy Miss Popularity who’s seriously peeved after breaking up with her high-schooler boyfriend. (He expected her to go all the way; she’s not a nice girl, but she’s also not that kind of girl.) Stacie drops by the sleepover to challenge Julie to a scavenger hunt competition. If Julie and her buddies win, they’ll get to sit in prime lunchtime locations during their first year at high school. If Stacie’s team wins, however, she and her friends will claim the prime real estate, and Julie and company will be banished to an undesirable spot near smelly trash Dumpsters.

Bulk of pic is devoted to various tricks, deceptions, impersonations and misdemeanors carried out by Julie and her friends as they procure all the items on the scavenger hunt list. Meanwhile, back at home, Ren (Sam Huntington), Julie’s slackerish, college dropout brother, does his best to cover for his sister’s unauthorized absence.

Working from derivative script by Elisa Bell, Nussbaum struggles mightily to maintain a bright and cheery tone and a fast and furious pace. With discomforting regularity, however, pic depicts naughty behavior that is all the more unsettling — and, yes, queasiness-enducing — for involving girls so young. Early on, aud is supposed to be cheered when young Yancy is wooed by a clearly older fellow who works as band roadie. But that turns out to be one of the least troublesome scenes.

At another point, Julie tarts herself up to pass as an adult so she can slip into a trendy bar and have a male patron buy her a drink. Unfortunately, the guy she picks turns out to be Mr. Chilton (Timothy Dowling), her junior high principal, who quickly recognizes her as being underage — way, way underage — and inappropriately attired.

But Mr. Chilton proves to be a good sport (he remembers what it was like not to sit with the cool crowd at lunchtime) and agrees to help Julie in her scavenger hunt by posing for a snapshot with her at the bar. Evidently, it never occurs to him that it’s not a good career move for a junior high principal to be photographed with a 14-year-old girl who’s flashing so much cleavage in such a grownup place.

Later, Julie hides in a shower while Steve (Sean Faris), the high school hunk of her dreams, removes his clothing while preparing to bathe. She’s there to snatch his boxer shorts — another item on the scavenger hunt list — but she sticks around to enjoy the view. Unfortunately, she winds up getting doused when Steve turns on the water. But don’t worry: A couple of scenes later, Julie is remarkably (and inexplicably) dry.

Even by the notoriously flexible standards of bubblegum teen pics, “Sleepover” comes off as wildly unbelievable and often astonishingly silly. Performances are tolerable, ranging from agreeably sincere (Vega, Faris) to aggressively cartoonish. Modest production values suggest producers didn’t view pic as safe bet for a sizeable investment. Eclectic soundtrack is pleasant, but some pop tunes ring false in context. Do 14-year-old girls really still party-hearty to the sounds of the Spice Girls?

Sleepover

Production

An MGM release of a Landscape Entertainment production in association with Weinstock Prods. Produced by Charles Weinstock, Bob Cooper. Executive producer, Jeremiah Samuels. Directed by Joe Nussbaum. Screenplay, Elisa Bell.

Crew

Camera (Deluxe color), James L. Carter; editor, Craig Herring; music, Deborah Lurie; music supervisor, Elliot Lurie; production designer, Stephen McCabe; art director, Drew Boughton; set decorator, Teresa Visinare; sound (Dolby Digital/DTS/SDDS), Felipe Borrero; assistant director, James Giovannetti Jr.; casting, Mary Gail Artz, Barbara Cohen, Linda Halligan. Reviewed at Edwards Grand Palace, Houston, June 19, 2004. MPAA Rating: PG. Running time: 89 MIN.

With

Julie - Alexa Vega Hannah - Mika Boorem Farrah - Scout Taylor-Compton Yancy - Kallie Flynn Childress Ren - Sam Huntington Gabby - Jane Lynch Jay - Jeff Garlin Stacie - Sara Paxton Jenna - Eileen April Boylan Mr. Chilton - Timothy Dowling Liz - Brie Lawson Steve - Sean Faris

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