Beauty Marks 

About midway through Nicole Holofcener’s spiky new comedy-drama comes the scene that gives the film its title—and a sense of its off-center insight. Elizabeth Marks (Emily Mortimer), an on-the-rise actress insecure about her looks and her relationship with her boyfriend, shares her woes with her mother, Jane (Brenda Blethyn). With a sweet smile, Jane assures her daughter that she’s just fine the way she is—“You’re lovely and amazing,” she murmurs. There’s just a wee problem with the setting for the sentiment: It comes in a hospital room, from a woman who has just had cosmetic surgery to liposuction away unwanted inches of her protruding belly.

Lovely & Amazing tells a story of female family relationships, but don’t fear a Ya-Ya Sisterhood brand of screeching melodrama. Holofcener digs inside the messages that are passed through generations of women not through shouting matches, but through things unspoken. It’s humor honed to an uncomfortable edge, scraping away at the raw, exposed surfaces of fragile self-image.

Jane and Elizabeth aren’t the only Marks women plagued by those image problems. While Jane tucks her tummy and Elizabeth frets over the parts she may not be getting because she’s not sexy enough, Elizabeth’s older sister Michelle (Catherine Keener) faces an empty marriage and an artistic career that doesn’t appear to be going anywhere. And then there’s Annie (Raven Goodwin), the 9-year-old African-American girl adopted by Jane late in life, who faces anxiety about Jane’s hospital stay and her growing discomfort that she’s different from the rest of her family.

As she showed in her frisky 1996 debut Walking and Talking, Holofcener has a gift for creating rich female characters and giving them plenty of snappy things to say. No one seems to understand that better than Catherine Keener, an alum of Walking and Talking whose performance here rattles with barely submerged bitterness. In a confidently nervy piece of work, Keener finds humanity in a frequently unpleasant character: a former homecoming queen whose daughter interests her more as a natural childbirth anecdote and a security blanket than as a person, who seems genuinely uncomfortable dealing with her adopted sister’s race, and whose anger at having peaked at 18 spills over into a mantra of, “You should just tell them to fuck off.” Blethyn and Mortimer both do good work as well, but it’s Keener whose unique brand of wounded bitchiness gives Lovely & Amazing its soul.

The backbone, however, belongs to Holofcener’s vision of body image—and cultural manipulation of that image—as an entire American gender’s Achilles’ heel. Annie lies to her black Big Sister (Aunjanue Ellis) about getting permission to get her hair straightened, and talks about wishing she could peel her black skin off. Jane’s doctor responds to a complication in her recovery with the casually paired reassurance, “You’re gonna be fine … and you’re gonna look great.” In the film’s most memorable moment, Elizabeth stands naked before her new movie star lover (Dermot Mulroney) and asks him to judge her body piece by piece—which he does with ever-growing enthusiasm. Though Holofcener occasionally traffics in the nudgingly obvious—Elizabeth waits for one audition below a vintage sign advertising “Fresh Produce”—her observations are often painfully accurate.

Too bad she’s less accurate and still nudgingly obvious when it comes to writing her male characters. Y chromosomes equal insensitivity in the universe of Lovely & Amazing—Mulroney as the preening actor, Michelle’s philandering husband (Clark Gregg), Elizabeth’s emotionally distant boyfriend (James LeGros), Jane’s doctor (Michael Nouri). Jake Gyllenhall gets some nice moments as Michelle’s teenage co-worker, but even he seems more like a plot device than a person. Being a guy in Lovely & Amazing is a good way to wind up a cartoon.

If anything saves Holofcener from charges of blatant man-bashing, it’s the fact that her women are hardly angels themselves. Lovely & Amazing is that rare “chick flick” that refuses to assert the innate fabulousness of all things female. Holofcener stares at her characters with the same unflinching judgment visited upon Elizabeth, then gives them a big hug anyway. They’re neurotic, short-tempered and uncomfortable in their own skin—but that doesn’t mean they’re not lovely and amazing.