MOVIE REVIEW

"Made-Up" is a comedy with lots going on and with considerable depth and complexity.

By Kevin Thomas, Times Staff Writer

The title of the provocative "Made-Up" has a double meaning. It's a movie about a daughter intent on giving her mother a makeover, and how the mother's sister is making a movie about it, a project that the sister is clearly making up as she goes along. The film and the film-within-the-film are virtually synonymous, à la "The Blair Witch Project."

The central figure of both "Made-Up" and the film within is Brooke Adams' Elizabeth, a former actress and a divorcée living in a large Italianate Victorian house in Jamaica Plains, Mass., with her teenage daughter, Sara (Eva Amurri). Elizabeth has allowed herself to be persuaded to participate in the film to be supportive of her sister, Kate (Lynne Adams, Brooke's real-life sister), a dilettante in the arts desperate to get some piece of work "out there." Kate also argues that somehow the filming would be therapeutic for Sara, who apparently flirts with eating disorders. In short, Elizabeth, although adamant that her daughter go to college instead of cosmetology school, is trying to be a good sport.

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Written by Lynne Adams from characters in her long-running play "Two-Faced" and directed by Brooke Adams' husband, Tony Shalhoub, in his feature directing debut, "Made-Up" is a comedy with lots going on and with considerable depth and complexity. There are moments when the film's energy flags amid so much talk, but Shalhoub manages to regain momentum each time.

As Kate commences shooting in Elizabeth's home, where Sara begins working on her mother's appearance, she discovers a potential theme, a commentary on beauty and aging. Now Elizabeth is a lovely woman who has opted for a natural, low-maintenance look, which means her appearance is frankly middle-aged. By the time Sara finishes, giving her mother a temporary face-lift, artful makeup and a wig, Elizabeth looks 10 years younger, and the effect has an unexpected impact on her. She wonders how her ex-husband, Duncan (Gary Sinise) will react, and she is forced to consider giving more thought to her appearance.

In the meantime Duncan's live-in lover, Molly (Light Eternity), with whom he shares a large home nearby, is intrigued by Kate's project. Like Kate, Molly considers herself an artist, and can be pretentious and overbearing. But she has bonded with Sara — and she has a contact in the film business. As a result, Kate begins to move from documentary toward fiction and decides the "new" Elizabeth looks so great she should have a romance; a romantic comedy, after all, would be an easier sell than a documentary. As it happens, a member of Kate's spiky crew — which includes an amusingly temperamental camera-and-sound man (Lance Krall) — is the nephew (Jim Issa) of a local restaurateur and amateur actor (Shalhoub) long separated from his wife....

Much bubbles to the surface, for "Made-Up" is a consideration of how filming has the potential for altering real life for better or worse, of how easy it is to look at people and life superficially. Adams is terrific at expressing all the conflicting emotions Elizabeth experiences when she is brought face to face with what she perceives as the ravages of time.

In working with Lynne Adams' script, Shalhoub, the esteemed star of the current USA series "Monk," gives his cast the inspiration and confidence to express the characters' many facets and seeming contradictions. One of the most engaging aspects of "Made-Up" is that as an ensemble piece the cast's young people, starting with Amurri, have the opportunity to stand out as well as its veterans. Deserving of a special nod is the film's own makeup designer, Trish Seeney, whose key task was to make Brooke Adams look older rather than younger.

'Made-Up'

MPAA rating: Unrated

Times guidelines: Adult themes

Brooke Adams...Elizabeth James Tivey

Lynne Adams...Kate James

Eva Amurri...Sara Tivey

Light Eternity...Molly Avrums

Max Hires...Tony Shalhoub

Gary Sinise...Duncan Tivey

A Sister Films release of a Vanity production. Director Tony Shalhoub. Producers Lynne Adams, Brooke Adams, Mark Donadio. Executive producers George Fifield, Bob & Lois Weiner. Screenplay by Lynne Adams; loosely based on her one-woman play "Two-Faced." Cinematographer Gary Henoch. Editor Michael Matzdorff. Music Michael Wolff. Costumes Lisa Lesniak. Production designer Miriam Feldman.

Running time: 1 hour, 36 minutes.

At selected theaters.