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"What's reality?"

Elizabeth Marks (Emily Mortimer) is on a photo shoot to promote her new movie. "Open up your shirt," encourages the photographer. "Give us a nice look!" Elizabeth does what she's told, but she's visibly nervous. "I just don't feel quite like myself," she worries. The photographer sighs, "Who does?"

Elizabeth's older sister Michelle (Catherine Keener) is an artist, of sorts. Restless in her marriage, though devoted to her young daughter, she spends her time making teeny chairs out of wood and feathers, pointy and fragile (her husband has a habit of stepping on them, accidentally of course). When you first see Michelle, she's trying to sell her chairs to a local gift shop. "Don't you wish you were little enough to sit in them?" Michelle asks the woman at the counter, smiling a little too brightly. The clerk rolls her eyes, says no thanks to the chairs. Michelle grumbles, "Bitch." "Excuse me?" comes the wide-eyed response. "Nothing!"

Each unhappy in her own way, Elizabeth and Michelle form the intriguing center of Nicole Holofcener's Lovely & Amazing. Like her first film, 1997's Walking & Talking, this one deftly and indirectly considers the complicated relationships of ordinary -- difficult, sexual, insecure, insightful -- female characters, in this case, the 30something sisters, their mother Jane (Brenda Blethyn), and adopted 8-year-old sister Annie (Raven Goodwin). It's hard for all of them to say what they mean, to feel like themselves, to be girls.

As the film begins, Jane is going into the hospital for just a bit of liposuction, so she can "feel better about herself." Her three daughters are apprehensive, but even as they reject Jane's concerns about how she looks ("at her age"), they also feel, suppress, and act out similar concerns. Model-thin Elizabeth looks at herself and can only see "flabby" arms, a perception encouraged by her self-absorbed boyfriend Paul (James Le Gros), who is increasingly exhausted by her fretfulness.

Michelle has developed more effective emotional armor than Elizabeth, mainly by projecting her anger onto everyone around her. Currently, her frustration has turned into serial arguments with her husband (Clark Gregg), about the fact that she's never had a paying job. Reluctantly, Michelle agrees to take Annie while Jane's in the hospital, but it's not a wholly copasetic pairing. At first, they can't agree on Jane. "She goes through life in a glaze," says Michelle, "so she doesn't have to deal with reality." Annie asks the just-right question: "What's reality?" Michelle sighs, "It's a choice." The exchange seems almost a throwaway, it happens so quickly, but it says everything about the ways that effects of gender and race discriminations, among others, are turned back around on the victims.

By the end of the day, Annie resisting Michelle's attitude toward Jane and her efforts to play "mom," the two are down to basics, tossing "Fuck yous" at one another. And so, Elizabeth, self-designated fixer (she regularly brings home stray dogs), takes over Annie's care, agreeing to stay over at Jane's house, at least until she gets a chance at a date, upon which she leaves Annie with her Big Sister, Lorraine (Aunjanue Ellis). She has this Big Sister, in addition to two other older sisters, because she is black, and Jane believes it's important that she spend time with a black "role model." The complications of this situation are almost impossible to sort out, perhaps especially when you're 8.

Still, and though Annie is young, she's more than able to observe and, to an extent, understand the neuroses that surround her. Her concerns begin to reframe everyone else's. Slightly overweight, she is (unsurprisingly, given the weight-concerned women around her), she's both overly conscious of it and resentful of her awareness: she tends to eat cookies (fat-free, courtesy of Jane's shopping habits) and McDonalds when she's feeling "stressed out." the anxieties about skinny white bodies. Annie is beginning to articulate her own insecurities, stemming in part from her interracial adoption (the character is loosely based on Holofcener's own adopted brother, who is black as well), and in part from living with this particular family of women.

The night before Jane's surgery, she gives Annie a bath. Obviously worried that Jane is going away, Annie asks for a definition of "liposuction," then announces that she wants "skin like yours." Flustered, Jane tells her daughter that her own skin is beautiful, that it is hers, to be cherished. But already, Annie comprehends that, for some people, at least those who can imagine and afford plastic surgery, "reality" can be a choice.

Each character has to deal with her own anxieties, and each undergoes some minor epiphany during the course of Lovely & Amazing. Elizabeth breaks up with Paul, Michelle gets a job, Annie begins experimenting at the pool where Lorraine is teaching her to swim, pretending that she's drowned, an apt metaphor for her fears of loss and abandonment, and unformed and terrifying desires for same. She convinces Lorraine to straighten her hair, raising still more questions about how both familial inheritance (nature and nurture) and commercial culture shape apparently "individual" desires and dispositions.

Jane's surgery leads to "complications" of the physical kind, leading her three daughters to reevaluate their own ambitions and disappointments while they worry about her recovery. Elizabeth goes on yet another audition, a "chemistry test" with a famous Hollywood star, Kevin (Dermot Mulroney). She doesn't get the part (not being "sexy enough"), but spends a night with him, during which she convinces Kevin to tell her exactly what's "wrong" with her body. His helpful suggestions? "I like your breasts" and "In a perfect world, your ass would be rounder." Elizabeth thanks him for his honesty, and he feels oddly fulfilled.

Meantime, Michelle embarks on her own almost-affair, with her new boss at the local photomat, 17-year-old Jordan (Jake Gyllenhaal). While they're making out in her car, he discovers her hand-drawn wrapping paper (another unsellable art project), and exclaims, "I'd buy this in a second!" She appreciates his passion, as well as the first sincere attention she's received in years. Sitting in his bedroom after he's come home from school, they discuss their problems with their parents, hers being sick or dead, his being insensitive. His mother busts them soon after, Michelle noting that they have the same bathrobe as she's carted off to jail for statutory rape.

This utter loss -- Michelle's arrest incurs her philandering husband's rage, who threatens to take their daughter -- leaves her stricken, but suddenly able to make a generous choice, to look after Annie, at once the most self-sufficient, most generous, and neediest of the three sisters. Lovely & Amazing's emotional specificity, its very smallness of scope, is enormously rewarding. Shot on digital video by Harlan Bosmajian, the film achieves a refreshing intimacy and complexity, never pushing too hard, never revealing too much. Even as the girls in Holofcener's world have their own problems, they provide acutely recognizable reflections.