On the eve of her 22nd birthday, unemployed Manhattan princess Molly Gunn (Brittany Murphy)—the offspring of a deceased rock star father—discovers that all of her assets have been frozen due to her manager's years of bad financial handling. Suddenly without any money and having never worked a day in her life, Molly grudgingly agrees to take a nanny position for wise-beyond-her-years 8-year-old Ray Schleine (Dakota Fanning). Ray, a snooty hypochondriac forced to take care of herself because of parental neglect from her music executive mother (Heather Locklear), at first is cautious of letting Molly get close to her. But since Molly is an adult who has never truly grown up, and Ray is a child who has been forced to grow up way too fast, they form a close friendship that allows both parties to see what they have been missing out of life.

"Uptown Girls" is a fantasy set in the real world, a fact that viewers will need to remember if they plan on buying all of its leaps in plausibility and overall sugarcoated emotions. Directed by Boaz Yakin (2000's "Remember the Titans"), the film shouldn't work, and doesn't for close to its first half-hour, but it eventually finds its footing and seemingly grows more thoughtful and true to human nature with each passing minute.

The opening act is not promising as it introduces pampered heroine Molly Gunn, a young woman characterized as too naive for her own good. Taking home her latest crush, a handsome aspiring singer named Neal, they spend a wonderful night together bonding and talking. The next morning, she is on the phone with her friend, Ingrid (Marley Shelton), pleading for her to help kick him out of her apartment. In the next scene, when he decides to leave, she is crushed and begs him to stay. Molly's abrupt change in feelings about Neal is never explained, and suggests that she has some sort of multiple personality disorder, a notion that is never brought up again.

The proceedings go uphill with the introduction of Molly's job as Ray's nanny. As sparklingly and just a little frighteningly played by Dakota Fanning (2001's "I Am Sam"), Ray is a force to be reckoned with, one of the most adult children ever captured in a feature film. As Molly breaks down the germ-obsessed Ray's closed-in barriers and gets her to open up, it becomes clear that Ray is nothing if not a scared and lonely little girl who has been treated as a burden all her life. 9-year-old Fanning has the comic timing and emotional complexity of an actor three times her young age. In short, her every moment is alive in ways the rest of the film never quite attains.

This is not to slight Brittany Murphy (2003's "Just Married"), an offbeat, one-of-a-kind talent who has finally been given her first motion picture to headline solo. It is from the point of view of Murphy's Molly Gunn that the story is told from, and the actress excels at giving her flighty character the depth and heart needed to make her more than a caricature. Despite their 14-year age different, both Molly and Ray are virtually parentless lost souls who have been sheltered from the world around them, something that allows them to believably become best friends. Brittany Murphy and Dakota Fanning make for a winning combination, and their characters' sometimes dark journeys do not always take the most obvious route to the inevitable happy ending.

The centerpiece of "Uptown Girls"—that of Molly and Ray's friendship—is so good that the movie gets bogged down every time the supporting characters enter the scene. The romance between Molly and Neal holds no heat or chemistry, two vital aspects that would have made Molly's heartbreak more palpable when she learns who Neal really is. Likewise, a subplot between Molly and Ingrid is nothing but irritating filler because Ingrid has been written (from a screenplay by Julia Dahl, Mo Ogrodnik, Lisa Davidowitz and Allison Jacobs) for no reason as overly uptight. Marley Shelton (2001's "Valentine"), a capable enough performer, is never given the chance to let loose or become sympathetic as Ingrid. As for Ray's mother, she is hardly even there, which may be half the point. Heather Locklear shows a promise with her character that never comes to fruition because her subplot with daughter Ray is so underwritten.

"Uptown Girls" is flawed and jagged around the edges, but at its base are two wonderful performances from Brittany Murphy and Dakota Fanning, and two characters who are true originals. The final scene, which would not be believable in an ordinary picture but is a perfect capper to the film's fantasy origins, is absolutely charming because it stays true to Molly and Ray, giving them the upbeat denouement they deserve without tying everything together in a too-neat package. "Uptown Girls" is Murphy and Fanning's show all the way, and they sell it.