THE MISTS OF AVALON: Movie. 8 p.m. Sunday and Monday, TNT (repeated at 10 p.m. and midnight).

What happens when you take the swords-and-sorcery story of King Arthur, Camelot and Avalon and replace the heavy hitters -- that would be the men -- with women, essentially reworking the entire legend with a feminist slant?

You make it better, naturally.

"The Mists of Avalon," a big, expensive and ultimately impressive two-part, four-hour movie from TNT, explodes the myth of the traditional story and molds it so that Anjelica Huston, Julianna Margulies and Joan Allen have the prime roles and dominate the narrative. This is the great masterstroke of "Mists," which quickly rises above the low expectations one might have had for it.

After all, any familiar story that gets a retelling almost always pales in comparison to the original. But "Mists" manages to stay relatively true to the main components of the Arthurian legend without ultimately making it about the king's blessed ascension. Instead, "The Mists of Avalon" gives Margulies her best work in years, lets Huston be regal (as she should be) and says to Joan Allen, in essence, "Go be evil. You're good at it."

And so it is that Sunday and Monday are transformed by TNT with a rare, original movie that is unflagging from beginning to end, restoring our faith that ex-"ER" star Margulies can hold her own outside the hospital. In addition,

Huston and Allen get to battle it out. That's a lot of star power if we stack their various Academy Award nominations end to end.

Because TV movies have fallen into an abysmal rut lately, "Mists" is so good it throws you for a deeper loop. But the reworking is riveting and often stupendous -- great acting, special effects, costumes and the backdrop of Prague. Huston plays Viviane, the high priestess and Lady of the Lake; Margulies is Morgaine, the star-struck woman who, late in the movie, inadvertently conceives a child from her brother, the once and future King Arthur (Edward Atterton). Allen plays the jealous, vengeance-seeking sister Morgause, whose plotting, in conjunction with that of Viviane, brings great tragedy to Morgaine, England and Avalon combined, in this tale of the Old Ways versus Christianity.

Based on the best-selling book by Marion Zimmer Bradley, "Mists" keeps just enough of the traditional tale weaving through this femme-positive adaptation. But who knew there was a three-way in Arthurian times? The movie starts by saying everything known about Arthurian legend was false and ends, four hours later and after many great "Braveheart"-like battles and sexual escapades, seeming coherent and familiar but somehow also better in the retelling.

POLITE APPLAUSE THE CHRONICLE: Dramedy series, 9 p.m. Saturday, Sci-Fi Channel (a second episode follows).
And now for something completely different: From Camelot to "The X Files" by way of a "Men in Black" spoof, there's a wonderfully promising and original new series on the Sci-Fi channel called "The Chronicle," about a Columbia journalism grad who ends up working for a Weekly World News-type tabloid called the World Chronicle, the place where all the UFO and Elvis sightings get printed.

The twist is that all the stories are true. As befuddled as cub reporter Tucker Burns (Chad Willett) is, his Scullyesque doubts are tested as the Chronicle staff -- multiple alien abductee Grace (Rena Sofer), street-smart but sappy photographer Wes (Reno Wilson), half-man half-pig researcher Pig Boy (Curtis Armstrong) and no-nonsense editor Mr. Stern (Jon Polito) -- take him into the bizarre underworld of New York.

"The Chronicle" is weird and funny and dramatic -- a welcome genre-bender. The premise is great and the execution is sly. It may owe a lot to "Men in Black," but it has a wink-wink understanding of journalism and the burden of telling the truth, no matter how unbelievable.

Here's a series that proves that cable shows are no longer the distant, less-remarkable cousins of the networks. Even if you're not a science fiction fan, "The Chronicle" is a show that can joyfully suck you into the nether regions of the TV dial.