Distraught by her loss, Manuela returns to Barcelona where she left many years ago after getting pregnant by the boy's father, Esteban, who now goes by Lola (TONI CANTÓ), since becoming a transvestite. In her search for Lola, whom Esteban wished to know, Manuela runs into her old friend, La Agrado (ANTONIA SAN JUAN), a cross-dressing prostitute who once lived with her and Lola.

She takes Manuela to meet Sister Rosa (PENÉLOPE CRUZ) who cares for the many local prostitutes. After being introduced to Rosa's mother (ROSA MARIA SARDÁ) and senile father (FERNANDO FERNÁN GÓMEZ), Manuela manages to meet Huma as well as her drug-addicted partner and co-actor, Nina (CANDELA PEÑA), who are now in Barcelona performing the Tennessee Williams play.

Huma and Manuela immediately hit it off with the former hiring the latter as her personal assistant, much to Nina's chagrin. Soon, she's standing in as an understudy for Nina in the play and that, along with her caring for Rosa, who turns out to be pregnant and HIV-positive from an encounter with Lola, occupies most of her time. Even so, she hopes to eventually find Lola and tell him about the son he never knew he had.

Delivering a seriocomic film that's all about women, motherhood and even men who want to be women, Almodóvar continues in his line of crafting offbeat but interesting pictures filled with colorful characters and precariously balanced, melodramatic and definitely soap opera-like moments.

It's that latter point that will either make or break this film for audiences. After the believably developed and moving moments regarding Manuela and the twist of fate that calls for her to grant permission to harvest her brain-dead son's organs, the contrived melodrama begins to pile on. Two lesbian actresses - one of them an addict - have their spats, a nun is pregnant and then learns she has AIDS, and then there are the transvestites and their related woes.

While most critics will probably enjoy all of that since Almodóvar obviously has the proverbial tongue planted deep in his cheek, mainstream audiences may not entirely see that the director of films such as 1988's "Women on the Verge Of a Nervous Breakdown" and 1990's "Tie Me Up! Tie Me Down!" is simply toying with that convention.

If audiences don't get that, they'll find the film to be too melodramatic, episodic and filled with more than enough moments of happenstance for its own good. Although there is some merit to such points (notwithstanding the intentions - purposeful or not), Almodóvar 's unique and highly visual approach at telling this story, coupled with the interesting characters and strong performances from those who embody them, makes this a decent feature to check out.

That said, by laying on the feminine symbolism hard and heavy with the various characters, their predicaments, and repeated viewings and references to both the 1950 Bette Davis film "All About Eve" and Tennessee Williams' play "A Streetcar Named Desire" (along with their respective female characters), Almodóvar could give those unfamiliar with his work the impression that he's a man-hating, women's libber.

Seemingly conspiring with that notion, men play little part in this film. The only major one is killed off quite early in the proceedings, another one is obviously senile, and the remaining major male characters are transvestites who want to become women. Although that would seem to skew the film's potential audience toward those possessing the XX chromosome pairing, the women (and pseudo women) in it don't particularly behave in that manner. The way in which they're drawn and portrayed, however, is what makes the film worth seeing.

Playing the central protagonist who goes through some quite bad times but manages to reemerge as good or better than she was, Cecilia Roth ("A Place in the World," "Martin") is outstanding in the role. Playing the mother character in various fashions (to her biological son, to the ill Rosa, and finally to a newborn orphan), Roth is nothing short of believable and creates a completely sympathetic character.

Nearly as strong is Marisa Paredes ("Life is Beautiful," "The Flower of My Secret") playing the Bette Davis-like role (her character somewhat parallels Davis in "All About Eve"), while Antonia San Juan ("Sorry Darling, But Lucas Loved Me," "The First Night of My Life") is quite good and surprisingly believable considering that she's a woman playing a man who's acting like a woman.

Meanwhile, Candela Peña ("Dias Contados," "Insomnia") delivers a solid, if not entirely likable supporting performance. Unfortunately, Penélope Cruz ("The Hi-Lo Country," "Open Your Eyes") doesn't elicit the same praise as her co-stars. While she delivers a competent performance and still looks ravishing despite the circumstances her character falls under, she's otherwise pretty much wasted in the underdeveloped and underwritten role.

While it's usually a dangerous proposition to reference and/or include classic films in one's production - especially considering the caliber and presence of "Eve" and "Streetcar" that permeate this one -Almodóvar manages to pull it off without making his film come off as either a cinematic wannabe or simply weak in comparison.

In addition, although this film contains a smattering of purposefully crafted absurdities in both plot and character development, it isn't as much fun as Almodóvar 's darkly humorous and twisting 1998 film, "Live Flesh." And despite being a more polished and mature film, its more somber approach - in my opinion -- prevents it from being as entertaining as the director's previous works.

While some might not see that approach as a fault but instead as evidence of maturation, some viewers used to Almodóvar 's previous films might be a bit disappointed by that, as well as a rushed and somewhat slapdash ending that all too easily and quickly wraps things up in a tidy conclusion. Good, but not as great as many are touting, "All About My Mother" rates as a 6 out of 10.