It's honest to a fault. Groundbreakingly honest. Mind-bendingly honest. So honest it'll send Jerry Falwell and his ilk into raving hissy-fits. Showtime's new 22-hour series, "Queer as Folk," is all about what it's really like to be queer. Not trendy, boutique-y, gosh-they-have-such-good-taste queer. But really queer. Sexy queer. Depressingly queer. Ecstatically queer. Stalking-the-bars-for-tricks queer. Gym-rat queer. Designer-drugs queer. Sex-addicted queer. Devoted-to-Gloria-Gaynor disco-queen queer. Buck naked, hot and horny queer. To repeat, it's honest to a fault. And don't think you're cool enough to watch it just because you like "Will & Grace." "Queer as Folk" is more like "Will & Will & Will & Will & Grace & Grace," with a porked-up Sharon Gless in brassy red curls and tacky plastic hoop earrings as the fag-friendly mom. And then there's Justin. He's a 17-year-old blond, blue-eyed high school student who's coming out of his closet with a vengeance. And with a 29-year-old as the object of his erection. Showtime's "QaF" is based on the controversial and widely popular British series of the same name. The similarities are strong - the focus is on relationships, careers, ambitions, sex and love but the characters and plots have been Americanized, and the setting for the U.S. version is Pittsburgh. Michael Novotny is the central character, a winsome boy-man who collects comic books and has a wicked sense of humor. In the first episode's voice-over introduction, he describes himself: "I'm 29, 5-foot-10, 140 pounds, and 9« cut. OK I exaggerate, but who's told the truth since they invented cybersex?" Brian Kinney is Michael's best friend, sexy and cynical "There are only two kinds of straight people: those who hate you to your face and those who hate you behind your back" with smoldering, dark good looks and an addiction to sex, at which he's a master. He and Michael have known each other forever, as far back as when Michael's mom interrupted them during an experimental shot at pubescent masturbation. Michael loves Brian, but can't admit it. Rounding out the quartet are Emmett Honeycutt, a flamboyant, tart-tongued sweetie, and Ted Schmidt, a thirtysomething who likes to hang out with younger guys who inevitably break his heart. Michael, Brian, Emmett and Ted lead what passes for ordinary lives during the day - Michael (Hal Sparks) is assistant manager at the local Q-Mart, Brian (Gale Harold) is an ad exec, Ted (Scott Lowell) is an accountant, and I'm not entirely certain what Emmett (Peter Paige) does for a living, although he does have a job. But when the workday is over, Pittsburgh's Liberty Avenue, a gay Main Street, is where they head for blasting disco, laser lights and designer drugs at Babylon, or a quick pickup at the more sedate Woody's. Just down the street is the diner where Michael's brassy mom works. It's a small world, but it reverberates. It's just outside the entrance to Babylon in the shank and skanky hours of the morning that Brian meets 17-year-old Justin (Randy Harrison), who's determined to find his first gay experience. Brian, for whom the hunt and the kill is everything, takes Justin home with him for one of the hottest gay sex scenes yet shown on American television. True to his instincts, Brian tries to dump Justin the next morning, but in the persistent young blond, Brian has met his match. They don't get as much time in the spotlight, but Lindsay (Thea Gill) and Melanie (Michelle Clunie) are a lesbian couple determined to have a child. Brian and a turkey baster are recruited to provide the necessary DNA. Michael's mother, Debbie (Sharon Gless), rounds out the cast. Debbie's active in P-FLAG, has the taste of a trailer-trash diva, nurtures her son and his gay friends with a passion, and provides an unlikely center of reason and reality in their lives by gently pointing up the difference between lust and love. It's a tour-de-force role for Gless, perhaps the best thing she's ever done on TV. QaF has everything going for it - a talented cast, a director who's not afraid to delve deep into the psyche of what it's like to be gay in millennium America, and writers who can swing effortlessly from the serious to the sublimely catty. On doing drugs: "Don't believe pretty little blond boys who say 'it's really good shit,' and only do drugs with your friends, because they're the only ones who really care about you." On hospitals: "The nurses station. Hmmm. I used to think it had something to do with radio. You know, 'All Nursing, All the Time'." On dating across the gender barrier: "Here's a sports magazine. Read it, just in case the conversation veers away from Liza's weight problem." "QaF" won't please everyone. One group sure to distance themselves from it will be those whose prime goal is acceptance from the straight world. "QaF" and its warty truth won't make their case for them. But for sheer entertainment, as affirmation and celebration, "Queer as Folk" is a winner. As Michael puts it in the debut episode, "These days it takes real guts to be a queen in a world full of commoners." Indeed it does.