Dir: Nicole Holofcener. US. 2001. 90 minutes

Nicole Holofcener's Lovely And Amazing, her second picture, goes for the same art-house audience that supported her impressive 1996 debut Walking And Talking, and will probably reach the same modest level of success. It's a clever and witty movie, about such contemporary issues as family dysfunction and women's body image concerns, driven by a good, lively script, generally fine acting, and supported by adequate, although occasionally inconsistent direction.

The film opens on Elizabeth (Mortimer), a struggling actress posing for a magazine ad in meshy black clothing that reveals her discomfort as well as her body. Next, the film introduces Elizabeth's sister Michelle (Keener), as she tries unsuccessfully to sell some woeful handicrafts to an unimpressed shop owner. While Elizabeth is cowed by her situation, Michelle turns nasty when she feels inadequate, and that's the difference between them.

But there's a third sister, or half-sister, the overweight pre-teen black girl Annie (Goodwin), adopted by the girls' socially-concerned mother Jane (Blethyn) after Michelle and Elizabeth were grown and gone from home. To complete the neurotic mess, Jane goes in for liposuction, presents a rash of serious complications and the pressure is on all of them to survive the crisis and find a way to make lives for themselves. Even before you see them, you know the men in these women's lives will be useless. The sisters' father(s) are long-gone, Michelle's husband is chilly and disinterested, while Elizabeth's boyfriend finds all her worries irrelevant to his life.

The strength of the movie lies in writer/director Holofcener's dialogue, which often dances and crackles. And Holofcener has a good ear for the inanities of language that infect the contemporary entertainment world. Elizabeth's nicely cliched agent presents her with a trinket and announces that she's "re-gifting," a neologism Elizabeth repeats when she finally dumps the agent.

Holofcener herself agrees that Lovely And Amazing doesn't have much story. It's clear early on that dysfunction, bad choices and bad luck will put the three sisters and their mother together by the end of the movie. The movie depends on the success of its vignettes to create enough substance to hold the picture together, and the vignettes depend, in turn, on the power of Holofcener's dialogue to make the angst of her characters palpable. And that's a big load to bear.

Lovely And Amazing tends to be more charming than substantial. The dialogue can be so showy that it mutes whatever real stuff the film develops. The pathology of Annie's over-eating gets laughed away, along with Michelle and Elizabeth's problems with men, although there's one great scene: Elizabeth demands that two-night stand Kevin (Mulroney), an established actor, list the strengths and faults of her naked body. He does it, and instead of devastating her (he finds enough to compliment), Elizabeth is finally freed of her obsessions and insecurities.

For the most part, though, the movie prefers hints and jokes. Viewers, like many at Telluride, may take Holofcener's ideas deeper, but the movie itself isn't quite going there.

Prod cos: Good Machine, Blowup Pictures, Roadside Attractions
Exec prods: Jason Kliot, Joana Vicente
Prods: Anthony Bregman, Eric d'Arbeloff, Ted Hope
Scr: Nicole Holofcener
Cinematography: Harlan Bosmajian
Prod des: Devorah Herbert
Ed: Robert Frazen
Music: Craig Richey
Main cast: Catherine Keener, Brenda Blethyn, Emily Mortimer, Raven Goodwin, Dermot Mulroney, James Le Gros, Clark Gregg, Jake Gyllenhaal