Photo by Debra DiPaolo

IN THE MIDDLE OF FIGURING OUT WHERE she'd like to rank among the rich and famous (not too famous, a little more rich), Nicole Holofcener spots a buxom tan woman and a tiny girl strolling through the lobby of the hotel Casa Del Mar. “Oh, just look at those boobs,” Holofcener mutters with evident disapproval, directing my attention to a woman whose shoulder-length hair rivals the shade of her slinky white sheath. “Oh my God! And she's got collagen lips, dyed hair — and she's wearing sunglasses in here. Poor little girl, she's going to grow up thinking this is how women are supposed to look.

“And I,” Holofcener remarks, twisting her chin to catch her reflection in a shiny object on the table, “have the biggest zit on my face.” I dutifully stare, but see only a red mark from where she's rubbed her skin. “Don't write about my zit,” she pleads. “Okay?”

In Holofcener's new film, Lovely and Amazing, the writer-director's first full-length feature since her 1996 indie-house hit Walking and Talking, a mother (Brenda Blethyn) presides critically over her three beauty-conscious daughters even as she submits to liposuction to trim the flab from her middle-aged belly. Having made a film so plainly about women and body image, Holofcener had to become an expert on the matter — which is different, of course, from breaking free of the values imposed by a culture that finds physical perfection in a clothes hanger. “I keep thinking I should be beyond it. I'm too smart for this,” she complains. “Who cares? But I'm a product of this culture, like everyone else. I just try to be aware of how stupid it is.”

At the moment, however, Holofcener seems altogether nonchalant about beauty, in a boy's Wave Surf Board shop T-shirt borrowed from a friend's son, with cascades of undirected curls falling around her shoulders and not the slightest shadow of makeup. She is also sharply aware of the ironies to which she submitted her actresses, who include Emily Mortimer as Elizabeth, an actress neurotically preoccupied with her relative sexiness, and Raven Goodwin as her 8-year-old adopted sister, Annie, a black girl among white women who persuades her Big Sister sponsor, a black woman, to straighten her hair. As with Walking and Talking, Lovely and Amazing is a subtle, straightforward, quietly funny movie financed outside of any studio's control. But it's still an American movie, not a French one — its women still have to be pretty, and Holofcener often had to impose on them the very standards her script implicitly critiques.

“It's completely life imitating art, art imitating life,” says Holofcener. “I wanted them to look their best, always, and so sometimes I had to do to them what they were doing to themselves.” When Elizabeth gets called for a “chemistry” audition with hunky TV actor Kevin McCabe (Dermot Mulroney), “she has to figure out what to wear to the audition, and at the same time I'm trying to figure out what she should wear to the audition. At one point I thought, 'Who's evil here? Am I any better than the directors in the movie?'”

The ironies ran even deeper with Goodwin's character, Annie, who gets called “fat girl” at a public pool. Like the little boy in Monster's Ball, Annie is a kid with a weight problem, portrayed, inevitably, by an overweight child actor.

“I talked to her a lot about how the issues in this movie are about really shallow things,” Holofcener says, “that the characters are focused on really shallow things, weight being one of them. I tried to instill it in her that that's not who we are, that weight doesn't measure how beautiful we are.”

Even better: Beauty and thinness are not indicators of intelligence, tenacity or sound morals. When Elizabeth asks Kevin, whom she briefly dates, to evaluate her naked body, and he complies — at first reluctantly, but with escalating enthusiasm — he does for her what he does for himself, separating her physical qualities and imperfections from the greater notion of her self-worth. Yes, her breasts droop from the side, the skin under her arms is loose, and her bush is too big. Still, he calls her for another date.

“My husband actually inspired that nude scene in the movie,” says Holofcener, “because I was always complaining about my nose. 'It's so big! Look at me in that picture, oh my nose looks so big! Don't take me from that angle. Turn the light off, on, back up.' All these nose issues! He had no patience for it. But he also said, 'Nic, you're beautiful. I love you. And you have a big nose.' I thought, 'Hmm. Okay, can I live with this?'”

She and her husband recently separated, but she credits him for the lesson in self-acceptance. “It's what inspired me to write that scene. I like the idea that you can say to someone, 'Yeah, you're sexy — and you have a fat ass.'”

After giving birth to twin boys four years ago, says Holofcener, “I certainly look at the changes in my body and think they were well worth it. But there's another part of me that's still 19 years old, and wants to look great in the same clothes, and tells me if I'm not really skinny, I don't seem really smart. But so be it. I'm not going to hate myself for being shallow.”

HER FILMS HAVE BEEN CALLED “UNAMBItious” and “glibly observant,” which is sometimes intended as faint praise, other times all a baffled critic can muster when he finds himself unexpectedly enjoying a movie about such peculiarly feminine issues. “Men start out thinking they're watching a chick flick,” says actress Catherine Keener, who plays the oldest of the three sisters, Michelle. “They say they can't relate, but they love the characters anyway.”

Then again, “Maybe being a chick-flick isn't so bad,” says Jason Kliot, who initially financed the film along with his partner at Blow Up Pictures, Joana Vicente. “Last time I looked there were a decent number of chicks out there going to the movies.”

A writer and fine artist who studied filmmaking at Columbia, Holofcener has devoted her career to translating the lived experience of a specific subset of middle-class American women just under 40. If her characters are less glamorous than the women who chase taxis in their Manolo Blahniks on Sex and the City, for which Holofcener has happily guest-directed several episodes, they're also more complicated than Bridget Jones or Erin Brockovich, heroines of the last decade through whom real live women can live vicariously, but with whom they don't necessarily identify.

Holofcener herself calls her women “relatable” and attributes that quality to her having based all of her characters on bits of herself. “I'm not making this stuff up,” she says. “This is all from my own life.” Annie, she says, is based on her 12-year-old brother, Cory Joffe, who is also black and was adopted by her mother at 4 months. (“He's like, 'You turned me into a girl?” To make it up to him, she gave him a cameo in the film.) She cast British actress Brenda Blethyn as the mother, Jane, in part “because she looks like my own mom,” says Holofcener. Even Annie's Big Sister is based at least in part on Holofcener's stint as a volunteer Big Sister to a little girl in New York. “I was so easily irritated by her, poor thing. I ended up moving here in the middle of our relationship, and I feel really guilty about it. So I'm working it out through the movie.”

But it's Keener who effectively functions, in both Walking and Talking and Lovely and Amazing, as Holofcener's avatar, a sometimes caustic yet deeply vulnerable young woman burdened by worry and heartbreak. The two are close friends as well as artistic collaborators. “I feel comfortable being just who I am around her,” says Keener. “It's a great pat on the back.”

“It would be interesting to make a love story about average-looking people,” says Holofcener, and it may soon become possible to get the money to do it. It took six years of frustration to finance Walking and Talking; Lovely and Amazing found a benefactor in Blow Up Pictures almost right away. “It took two days,” says Kliot. “We flipped for it.” And for all the persistence of tyrannical beauty standards and youth in Hollywood, Holofcener maintains that the market for films about women continues to expand, as do the criteria for attractiveness. “It's definitely changing,” she says. “Think of all the actresses who were put out to pasture when they were 40 back in the '50s and '60s. How old is Michelle Pfeiffer today? Susan Sarandon? Now, if only women would stop getting plastic surgery, then we'd actually know what an older woman looks like. Now you see one, you say, 'God. She looks like shit!'”

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