By VIRGINIA MANN, Record Television Critic

THE NEW SEASON

MIDDLE AGES Limited-run series debuts at 9 tonight on
CBS; regular air time, 10 p.m. Thursdays. Executive
producers and co-creators: Stan Rogow and John
Byrum. Directed by Sandy Smolan from a script by
Byrum, based on a story by Byrum and Rogow.

There are two words that can terrorize a baby boomer
even more than "tax audit."

Middle age.

As one gets closer to the reality of those words, it's funny
how the definition changes. To the 17-year-old, middle
age starts somewhere in the 30s. At, say 27, the starting
point moves forward to 40, and, by 37, it's all the way up
to 45 -- or so.

Middle age is that dreaded era when one starts thinking
about, perhaps even mourning, the roads not taken,
yearning for the way we were, grappling with the fact that
while possibilities haven't vanished, they've surely
diminished, and realizing that, statistically speaking, life is
half over.

All such hopes, fears, and delusions are astutely captured
in CBS' poignant and humorous new "Middle Ages," an
ensemble drama bowing at 9 tonight as a two-hour movie,
for a five-week run.

One of the few TV projects around aimed at viewers past
the age of 30, this was originally to be a summer series,
but the critical reaction to a July preview was so good that
CBS held it as a backup. Except in this wacky TV era, this
"midseason" show happens to be premiering before most
of the fall series.

If this tryout works, "Middle Ages" will be back. But as
co-creator Stan Rogow well knows, quality isn't always
enough. He learned that lesson with his critically
acclaimed ratings loser, "Shannon's Deal."

Like the protagonist of that series, the richly drawn
characters in "Middle Ages" discuss the kinds of topics
TV rarely tackles -- such as moral and ethical dilemmas.
And like "Shannon's Deal," Rogow's new project has a
witty, literate, sometimes achingly lovely script -- and a
strong cast to brings those words to life.

The soul of "Middle Ages" is Walter Cooper, played by
Peter Riegert ("Crossing Delancey"), a wonderfully
natural actor. His 40-ish "Coop" is a traveling appliance
salesman from Chicago with a string of middle-American
mom-and-pop stores to service. Weary of no-frills motels,
he removes the wrapper from, and licks the rim of, a
sanitized glass, just to let somebody know he's been
there.

With advancing technology, Coop has an increasingly
hard time getting orders from his older clients. In a
humorous sequence, he teaches two elderly Sioux City
shop owners to record a telephone message. For Maud
and Clara, this is high adventure. And they giggle like
schoolgirls when he tells them, "This time, use your
diaphragms."

Back in Chicago, Coop's boss abruptly announces the
company's sale. "As of 9 o'clock this morning, you boys
are in the fast lane," he says, leaving employees in the
cold hands of Brian Conover (Kyle Secor), from the
California headquarters.

An immediate casualty is Cooper's well-paid, 60-year-old
father-in-law, Dave Nelson -- beautifully rendered by
James Gammon ("Leaving Normal"), an actor you've
probably seen hundreds of times without noting his
name. "I've been canned after 30 damn years. . . . They're
phasing out fridges and freezers for faxes," says Nelson,
the good-natured heart of the series. After drinking
heavily, he toys with re-creating Norman Maine's last
swim in "A Star is Born." But only briefly.

Cooper's problems include a recurring dream, which
opens tonight's movie: A teacher frantically directs her
class to get under their desks and "not look at the shock
wave or your eyeballs will melt." The adult Cooper
crouches beside his childhood self.

Lately, the dream has a disturbing new dimension. A
beautiful young woman appears, beckoning him to
escape with her. He recognizes her as Jill Peabody (Holly
Gagnier) -- a member of a rock band he belonged to long
ago -- who took acid, jumped off a roof, and tried to fly.

"You've been dead 25 years," Coop tells her, before
waking up in a sweat -- and making a very unusual visit to
her old house.

Cooper's wife, Cindy (Ashley Crow) is baffled but
understanding -- too understanding, in fact. It takes much
provocation for her to hiss, "Do you think you're the only
one who wound up in a backwater?" She's not even that
angry when his buddy Terry Hannon (William Russ)
spirits Coop away from his own birthday party.

Concerned that Coop is "getting varicose veins on the
soul," Hannon drags him off to hear an exciting young
singer. They take along another member of their old rock
group, Ron Steffey (Michael O'Keefe) -- a bitingly witty
public-relations man who's not as well-developed as the
other characters.

The singer, Blanche (Amy Brenneman) looks a lot like Jill,
and the guys rave about her talent. This is, in fact, one
failing of tonight's pilot, for Blanche, who offers
middle-of-the-road sendups of Sixties tunes, is only a few
notches above Bill Murray's lounge lizard.

Hannon still dreams of being a lead guitarist, but he runs
a novelty company that, he tells himself, he had to take
over when his dad got sick. He's instantly smitten with
Blanche, whom he learns is only 25.

"Don't blink," he advises her. It's one of many memorable
lines.

Just about everyone embarks on a personal odyssey in
"Middle Ages." The most interesting belongs to Nelson,
who pursues his lifelong desire to drive a cab -- a job
fraught with comical complications. He also begins a
friendship with a wise, gentle cleaning lady (Ruby Dee),
whom he met in a delightfully improbable manner.

There are many colorful background characters,
including an amiably ambitious secretary (Maria Pitillo),
Conover's conniving wife (Lisa Zane), and Hannon's
harried assistant (Bill Macy), who agonizes over
repainting surplus Colin Powell commemorative plates
with the image of Ross Perot. (This pilot was filmed last
spring.) "What are our chances of another Kuwaiti
liberation?" Hannon reasons.

Macy shoots back, "In an election year?"

"Middle Ages" is so fine it takes some of the sting from
those dreaded two words.