'SEMI-PRO" is built around nostalgia for the defunct funk of the old ABA.

Those of us lucky enough to have grown up in an ABA city will understand this impulse - the fondness for the wide-open game, the garish uniforms, the goofy promotions, the give-aways.

I recall the thrill of watching Connie Hawkins and John Brisker play for the Pittsburgh Pipers/Condors. (Condors was one of those mysterious ABA names. For a condor to reach Pittsburgh, it would have had to be wedged in the landing gear of a Pan Am jet.)

More vivid was the thrill of the free ABA ball we received at the gate, in all of its red-white-and-blue glory.

It came uninflated, in plastic wrap, and as soon as we got home we tore the cover off and inflated it. And inflated it. And inflated it.

The ball, alas, had the bladder control of John McCain. It swelled beyond any known basketball diameter, beyond any reasonable hope of falling through a regulation basket.

When we tried, it sat squatly over the rim, like the proverbial fat lady on a toilet seat.

The ball was a failure, so were the Condors, and so (in due time) was the league - "Semi-Pro" is a comedy that tries to capture those wild and woolly last days.

It features Will Ferrell as Jackie Moon, the player-owner of the Flint Tropics, a guy who wrestles with bears at halftime to draw fans to the miserable, unprofitable team (when a fan makes a full-court shot to win ten grand, Moon's check bounces).

When league commissioners tell Moon that the league will disband, folding viable teams into the NBA, he makes one final grab at solvency, recruiting a former Celtic star (Woody Harrelson) to play with his one decent player (André Benjamin).

"Semi-Pro" seems to have started out as a movie with at least one toe in reality - a basketball version of "Slapshot" or "Bull Durham," with much of the focus on Harrelson's character.

Now the focus is on Ferrell's antics, and we get an uncomfortable, mostly unfunny hybrid. We also get a ton of obscene language and juvenile material that's sexual in nature (Rob Cordry has a cameo as a crazed fan who doesn't mind watching ABA players with his wife, poor Maura Tierney).

You end up with a movie that is way too simple-minded for adults on an ABA nostalgia trip, and way too dirty for kids. *

Produced by Jimmy Miller, directed by Kent Alterman, written by Scott Armstrong, music by Theodore Shapiro, distributed by New Line Cinema.