No one in the world is perfect. As a race of human beings, we hopefully live day to day attempting to make out as best we can, but sometimes even that doesn't seem good enough. This truthful notion lies deeply and affectionately at the heart of "Lovely & Amazing," the auspicious sophomore writing and directing effort of Nicole Holofcener, whose "Walking and Talking" was one of the very best films of 1996. As in her striking debut feature, Holofcener paints a brutally accurate mosaic of characters whom, with their innumerable insecurities, neuroses, and flaws, may remind us of ourselves in more ways than one.

"Lovely & Amazing" tells the story of the Marks family, consisting of a single mother and her three daughters. Jane (Brenda Blethyn) is the matriarch, a lonely, middle-aged woman who has turned to liposuction surgery as a way of feeling better about herself. Although well into her 50s, she has a black, adopted 8-year-old, Annie (Raven Goodwin), whose birth mother was a crack addict. Annie is a clearly adorable child, but she is at the age when her chubbiness has become a semi-issue and she has begun recognizing the obvious differences between herself and her mom.

The lives of Jane's grown daughters, Michelle (Catherine Keener) and Elizabeth (Emily Mortimer), are also at a crossroad. The married Michelle is an unhappy freelance craftmaker who, lately, hasn't been able to sell any of her work. Correctly suspecting her distant husband (Clark Gregg) of cheating on her, Michelle gets a job at a one-hour photo shop and contemplates beginning a relationship with her doe-eyed 17-year-old boss, Jordan (Jake Gyllenhaal). Meanwhile, Elizabeth is a struggling actress who, despite having a supporting part in an upcoming film, is constantly at battle with casting agents and actors about her physical attractiveness. Elizabeth is clearly a beautiful young woman but, in such a competitive profession, believes she isn't good enough.

A fully-developed, superlative character study, the most crucial aspects of "Lovely & Amazing" are its faultless writing and acting. Nicole Holofcener's marvelous screenplay dodges cliches at every turn to present a cast of characters who take the form of living, breathing, true-to-life people. They are complicated and multidimensional beings who make mistakes without intending to, who find joy and despair in the least expected places, and who are constantly at struggle with their own contentment. In Holofcener's world, there are no big, showy stories to tell, only intimately drawn portraits set in the everyday lives of her central figures.

Most astonishing of all is how most of the characters seemingly become a part of us almost instantly. We root for them, and care about them to such an extent that the most subtle of dialogue or facial expressions can profoundly touch us, or make us laugh. The introductory scene of Michelle, for example, has the kind of sharp eye for detail that allows us to understand her immediately. At a store desperately trying to sell the miniature chairs she has made out of sticks, she bumps into an old junior high school friend, and is shocked to discover she is a pediatrician. "Why are you so surprised?" the old friend asks. "We are thirty-six, after all." "Yeah, but not thirty-six thirty-six," Michelle responds. Later, when the store turns her crafts away, Michelle is humiliated in front of her, but sucks it up. Another scene has a nude Elizabeth willingly asking an actor (Dermot Mulroney) she has just slept with to critique her body, only to have her remaining signs of dignity and hope cut down when he candidly vocalizes criticisms about almost every aspect of her physical appearance. Likewise, a heart-to-heart talk near the end between Michelle and the young Annie becomes the picture's most powerful sequence without even a sign of easy sentiment figuring into the equation.

The top-notch actors on display visibly relish the chance to play such fleshed-out individuals. Catherine Keener (2002's "Death to Smoochy"), as the poignantly confused Michelle, makes not a single wrong step in, perhaps, the film's most focused turn. Keener has never disappointed, and even when she often is typecast as the token bitchy character, consistently finds new spins on the age-old archetype. Michelle is, coincidentally, Keener's most sympathetic and realistic role since she was the lead in Holofcener's "Walking and Talking." As the fragily vulnerable Elizabeth, Emily Mortimer (2000's "The Kid") gives a thoroughly courageous performance, as the question of her physical desirability is constantly being put on the line. Child newcomer Raven Goodwin is so very believable as Annie that she possesses a wisdom far surpassing her years.

In other superbly modulated showings, Brenda Blethyn (2002's "Pumpkin") appropriately has opted to avoid going over-the-top (as she sometimes can be accused of) to present Jane as a quietly dignified person battling her own set of uncertainties, and the talented Jake Gyllenhaal (2001's "Donnie Darko") gives his sincere teenage character of Jordan a full-fledged, sympathetic identity with only a handful of scenes.

"Lovely & Amazing" is the rarest of cinematic entities, the kind of cherishingly crafted treasure you have no choice but want to embrace. The key to director Nicole Holofcener's achievement is in her realization that it is the small things that truly matter in life, rather than the big picture. As in "Walking and Talking," she passes up a clear-cut ending for a more genuinely ambiguous one that does not carefully tie everything up in a tidy bow, but offers enough information that we can understand the personal growth each character has had. Holofcener loves the people she has created in "Lovely & Amazing" and, as the audience, so do we.

©2002 by Dustin Putman