LOVELY & AMAZING — *** 1/2 — Catherine Keener, Emily Mortimer, Brenda Blethyn, Dermot Mulroney, Raven Goodwin, Jake Gyllenhaal, Michael Nouri, Clark Gregg; rated R (profanity, vulgarity, nudity, racial epithets, brief sex); exclusively at the Tower Theatre.The difference between a major-studio chick flick and an independent chick flick is that the former usually goes for a contrived, saccharine ending, while the latter generally earns its more realistic ending. Such is the case with "Lovely & Amazing" . . . and it's still a happy ending.

Still, what constitutes a happy ending here probably doesn't meet the definition of what mainstream audiences have come to expect from Hollywood's cheery cinematic conclusions. (There are no tearful reconciliations or romantic clinchs here.)

"Lovely & Amazing" is something more refreshing — brutally honest and told with humor and poignancy, which makes its message resonate.

Also, you have to appreciate a film that provides an acting showcase to Brenda Blethyn, Catherine Keener and Emily Mortimer, three hard-working actresses who don't always get the parts they deserve on the big screen.

The three star with young Raven Goodwin in this ensemble comedy-drama as the Markses, four women and each a neurotic mess.

Matriarch Jane (Blethyn) tries to find happiness by adopting an African-American orphan, Annie (Goodwin). But both have weight and other issues — Annie is a binge-eater, and Jane is mulling "tummy-tuck" surgery, largely to get the attention of a handsome cosmetic surgeon (Michael Nouri).

And Jane's two older daughters are even worse. Thirtysomething Michelle (Keener) feels like a failure because of a loveless marriage and her spectacularly unsuccessful art career. And now she's starting a go-nowhere relationship with a teenage co-worker (Jake Gyllenhaal).

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As for Elizabeth (Mortimer), she would seem to have it all, including a career as a rising young actress in Hollywood but for her nagging self-doubt, as well as her superficial relationships with a writer (James LeGros) and a fellow actor (Dermot Mulroney).

Writer/director Nicole Holofcener, whose credits include "Walking and Talking" and several episodes of HBO's "Sex and the City," isn't afraid to tackle issues involving self-worth. Better yet, she doesn't sugarcoat them. She's also assembled a first-rate cast, with the always-dependable Keener and Mortimer as standouts. And, surprisingly, Blethyn doesn't resort to her expected sobbing routine and is more subtle than usual, while newcomer Goodwin's character may be the most heartbreaking of the group.

"Lovely & Amazing" is rated R for occasional use of strong, sex-related profanity and crude sexual slang terms, full female nudity, scattered use of racial epithets and brief sexual contact. Running time: 91 minutes.


E-MAIL: jeff@desnews.com

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