(R) 4 Stars

Divine Secrets of the Ya-Ya Sisterhood was billed as the major women"s film of the summer, but indie director Nicole Holofcener"s quietly tragicomic Lovely & Amazing is a much more frank, unsentimental and ultimately more rewarding examination of how women relate to one another, and themselves. Lovely & Amazing is a loosely constructed collection of glimpses into the lives of the all-female Marks family. Wealthy Marks matriarch Jane (played with marvelous understatement by Brenda Blethyn) has two grown daughters, Michelle (Catherine Keener) and Elizabeth (Emily Mortimer), and has adopted a third, an 8-year-old African-American girl named Annie (Raven Goodwin). The relationships between the women, already tenuous, are tested when Jane becomes seriously ill following a liposuction procedure.

Michelle is a pathologically honest failed artist with a failing marriage and a daughter Annie"s age. A former homecoming queen, she steadfastly refuses to acquiesce into middle age, and instead gets a job as a one-hour photo developer. Elizabeth is an actor on the verge of a film career whose insecurity about her looks drives her to compulsively adopt stray dogs. While they grapple with their own neuroses, neither notices that Annie is slipping into the same quagmire of self-loathing that holds her mother and older siblings hostage. Sensitive about her weight and uncertain about where she fits into her odd family, Annie (in a wonderfully deadpan performance by 9-year-old Goodwin) overeats, frets about her dark skin and convinces her black Big Sister Lorraine (Aunjaue Ellis) to straighten her hair.

Holofcener wrote the script for Lovely & Amazing with Keener and Blethyn in mind, and it shows. As in her 1996 debut Walking and Talking, Holofcener elicits natural, nuanced performances from this talented group of actors, which also includes James LeGros and Dermot Mulroney as Elizabeth"s love interests. The film"s male characters - with the exception of Jordan (Jake Gyllenhaal), Michelle"s underage fling - seem overly caricatured in their one-dimensional heartlessness. Ultimately, though, this film is not about men; it"s about the Marks women, and how they manage - or fail - to muddle through the insecurities that confront most of us when we look in the mirror every morning.

A series of plot twists finds Michelle and Annie gorging themselves at McDonald"s near the end of the film. This oddly perfect scene is the point at which Lovely & Amazing coalesces from a series of vignettes into an unexpectedly redemptive statement about the resilience of children of all ages.

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