The Three Lives of Karen (Wed. (28), 9-11 p.m., USA) Filmed in North Carolina by USA Pictures in association with MCA Television Entertainment Inc. Executive producer, Jean Abounader; producer, Mark Levinson; director, David Burton Morris; script, David Chisholm; camera, John L. Demps Jr.; editor, Scott Conrad; production designer, Diane Hughes; set decorator, Karen Bruck; sound, Jonathan Gaynor; music, Pray for Rain; casting, Abra Edelman, Elisa Goodman, Lisa Mae Fincannon. Cast: Gail O’Grady, Dennis Boutsikaris, Tim Guinee, Bonnie Johnson, Ana Harrison, Monica Bugajski, Kelsey Elizabeth Boulware, Alex Williams, Michelle White, Schelli Barbaro, John Keenan, Suellen Yates, Mike McGovern, Nina Repeta, Kelly Jones Gabrielle, Marguerite Lowell, Claudia Smith, Rick Warner, Diana Taylor, Terry Loughlin, Jemila Ericson, Tom Nowicki, Gina Stewart, Rick Forrestor, Richard Fullerton, Dorothy Brown, Stacey Herring, Jemila Ericson, Paul Sincoff, Eric Michael Traynor, Bill Flaman. Karen Winthrop (Gail O’Grady), living a nice middle-class life and engaged to be married, discovers that she’s really Emily Riggs, already married to a loving husband (Dennis Boutsikaris), mother to a snippy daughter (Monica Bugajski) and suffering amnesia. And then, things get really complicated. Key to story is repressed memory — or “fugue amnesia” — and audience’s reaction to David Chisholm’s script will reflect how much they buy into premise. Assuming that they do, O’Grady creates a believable character as she discovers her troubled past (middle “life” requires little more than a wig; earliest is portrayed by youngsters Alex Williams and Michelle White). Boutsikaris is intense as “Emily’s” husband (an attorney who’s self-absorbed to a fault, but no less so than Karen/Emily); Tim Guinee strong as “Karen’s” fiance, a local police officer; and Bonnie Johnson, noteworthy as a woman who knows more than anybody about why “Karen” keeps losing her memory. Film makes better-than-usual use of North Carolina locations, and tech credits are solid.