For decades the director's female leads have been attractive but neurotic - figures who are oddly, comfortably familiar

One set of spectacularly full lips after another is singing the praises of writer/director Woody Allen. All have mouthed his dialogue on screen recently, and all speak of him fondly, like the odd uncle they didn't expect to find so endearing.

To a woman and one man - that would be Penelope Cruz, Scarlett Johansson, and relative newcomer Rebecca Hall, as well as Javier Bardem (no slouch in the lip department himself) - they talk about the insightful words Allen writes, and then how he insists that they change them on set.

Allen, in fact, has been telling journalists he had Academy Award-winner Bardem and Cruz create all their own Spanish-language arguments in "Vicky Cristina Barcelona," opening Friday in Boston. But Barden calls the story apocryphal, and a bit of a tease on Allen's part. There was a script, although they were encouraged to improvise. Cruz, for instance, threw in so much profanity that she feared Allen's reaction. He let it stand.

The subtitles add to the unexpectedness of the story about two young women off for the summer in Barcelona, and their encounter with the playboy painter Bardem plays. Cruz is his unstable artist of an ex-wife - she stabbed him once - who returns after a half-hearted suicide attempt to live with him and Johansson, his newly taken lover. There's a lot of hot sex and, yes, a three-way relationship, but Allen doesn't actually show anything too untoward. The movie's rated PG-13, after all. Compulsive emphasis on sex aside, Allen remains a bit of the prude.

Johansson, making her third appearance in an Allen film (she flinches, however, at being called his new muse; she prefers repertoire company member), points out that Allen's no Bernardo Bertolucci. He's a gnome-like Jewish New Yorker who has always gotten the girl - and he often has in real life, too - by being smart, by being funny, by being successful in a world where women value that. Oh, and by portraying women in ways that might make them uncomfortable but are also instantly recognizable.

"There are aspects of female characteristics in all of Woody Allen's films," said Hall, 26, who plays Vicky, the book-smart, not-so-street-wise character that would typically be pegged as Allen's onscreen alter ego - uptight, stuttering, full of tics, and panicked by the possibility that her sexual fantasies will actually occur. "I'm trying to find a better way to say neurotic, but I can't."

Picture-postcard setting and character specifics aside, in not-at-all subtle ways the three female leads are familiar from many a Woody Allen movie, going back to the beginning. Their characters are attractive, but not necessarily confident in their ability to attract and keep a man, or launch a successful career. No one would call them comfortable in their own skins. They think a lot, often to the point of obsession (as do many of Allen's men). It's not self-loathing they suffer, but a sense of unease with themselves. They can be bewitching but also . . . twitchy. It's easy to imagine falling head over heels for Allen's women, and then being caught by surprise by the desire to be rid of them and their eccentricities.

"They're all such different characters," Johansson, 23, said of her roles in "Scoop," "Match Point," and now "Vicky Cristina Barcelona. "[Allen] writes such fantastic female roles.

In the latest Allen film, Johansson plays Cristina, who is game for adventure but better at knowing what she doesn't want than what she does. In the film she beds both Bardem and Cruz but has an uncertainty and dissatisfaction about her. "He has such an appreciation and understanding of the intricacies of the female mind," she says of Allen. "I usually stick to the script."

The 34-year-old Cruz describes her role as Maria Elena, who arrives well into the movie and then owns the rest of it, "the most serious drama of my career." She said she wanted to understand the pain and despair of a woman who is considered an artistic genius but who is also emotionally unstable, in the Woody Allen mold. Her character's passion is more than a little hysterical; she doesn't just love, she loves so much she wields a gun when it goes awry.

The movie, like most of Allen's productions, comes in under two hours (a tight 97 minutes). The shoot was swift, some retakes allowed but not enough to build Cruz's confidence until she grew accustomed to the pace. Allen would tell her she'd done fine. She'd try to believe him. "You never feel he's not there for you," she said.

All three women say they left Spain feeling a friendship with Allen, who surprised them with his accessibility. (Patricia Clarkson also has a smaller but pivotal role as an older but equally unhappy woman.) Every actor who has auditioned for Allen has an anecdote, and these three are no different.

Hall says she could relate to Allen because her own British TV director father is 78 and still acts like a man in his 40s. Still, she was taken aback when Allen's casting director called for a meeting. Hall has acted since childhood but is hardly a household name in the United States, or perhaps even in her native England.

"I went along and I go, 'Hello,' and [Allen] says, 'Can you do an American accent?' and I say 'Yes,' and he goes, 'All right,' " said Hall during a recent interview. "In that moment, at that time, I didn't know there was a part or Spain or anything. . . . About two weeks later, I got a call and they said, 'Do you want to be in a film? It's shooting in Spain, no one knows anything about it, you'll get a script in 10 days.' "

Of course, she did. So did Cruz, whose own first encounter with Allen involved what she described as a 40-second meeting. Allen told her, "I saw 'Volver,' I loved you in it," Cruz recalled. "There is no [expletive] with Woody, which I love. . . . When I said, 'I would love to work with you,' he said, 'Well, of course.'

The women insist that sense of humor permeated the shoot, which, like other Allen movies, ended most days by 5 p.m. They didn't necessarily take in Barcelona's nightlife together - "Woody came to the wrap party and that was a big deal," Cruz said - but he did play clarinet with his sideband at the hotel. Johansson, who described herself as the "old shoe" on set, a third timer among firsts, said she was "fortunate enough to fit into the young woman part. . .We always have a great time when we work together."

Hall says her instant friendship with Johansson helped ease her way with Allen. She says she came on set with preconceptions, but came away thinking otherwise in every way. She'd never fathomed calling Allen a friend. Yet there he was, making wry asides, milking the crowds that gathered at every location, falling over chairs and doing other physical gags - anything for a laugh.

"He definitely has a quiet side, but he was really on good form and he was jolly and we became really good friends by the end of it," Hall said. "He has a youthful quality about him. When he's working he does sort of get on with it. But he also seems quite full of life and happy.

"Then," she added with a laugh, "of course he goes to sleep at 4 o'clock."

Still, fast-paced days or no, the women say Allen managed to capture their characters the way they imagined themselves from the written page. No, he wasn't married to the dialogue, but he subtly micromanaged every detail. He created some of his sexiest female characters, but made them feel safe falling into Bardem's arms one after another.

In the end, they made a Woody Allen movie full of his classic women characters: searching but willing to settle, hot but not happy, exotic but unexpectedly obtainable. As Hall put it, she didn't necessarily recognize herself in Vicky - she's more chaotic, less neurotic - but as a woman, she certainly saw herself in the movie, even if she's absent from the poster that highlights the love triangle of Bardem, Cruz, and Johansson.

"We are," she said, "all in there in one way or another."