36-year-old daughter Michelle (CATHERINE KEENER) is a bitter wife and mother whose life has gone downhill since being named homecoming queen so many years ago. Little does she know that her husband Bill (CLARK GREGG), who belittles her for trying to make a living selling her artsy craft work, is having an affair with her best friend, Donna (DREYA WEBER). She eventually takes a job working at a 1-hour photo lab for Jordan (JAKE GYLLENHAAL), her teenage boss with whom she starts to have a fling.

The other daughter, Elizabeth (EMILY MORTIMER), is a model and actress whose insecure nature is driving her boyfriend, Paul (JAMES LeGROS) crazy. When she thinks that her looks caused her not to get a job working with actor Kevin McCabe (DERMOT MULRONEY), that only adds to her neurosis, although the two eventually starting seeing each other.

Then there's Annie (RAVEN GOODWIN), the young girl Jane adopted who hates being black and enjoys feigning having drowned in swimming pools. When complications set in regarding Jane's surgery, the three unlikely sisters are forced together. From that point on, they and their mother try to deal with their various personal issues.

Whatever the case, busy and/or otherwise apparently confident women spend an incredible amount of time and money trying to look better than they think they do and thus be better appreciated for who they are, or think they should be.

That's part of the driving force behind writer/director Nicole Holofcener's sophomore filmmaking effort, "Lovely & Amazing," a generally well-made and likable if not altogether always pleasant or happy character study of such vanity and insecurity. In it, there's the middle-aged matriarch of the clan undergoing liposuction - despite, as one daughter puts it, that no one is going to see her naked - and that adult daughter who hates her life.

Another offspring dislikes her looks despite being a model and actress, while their young adoptive sister hates her black skin and curly hair. It doesn't take a rocket scientist - or even just an ordinary man - to note that the various women aren't happy. Accordingly, this character-driven piece then sets out to show us why that is, how the women respond, and what their various levels of neuroses do to them and others.

The film is also about mother/daughter and sibling relationships and in that sense is a more satisfying and honest portrayal of women then in the more forced and contrived - but ultimately crowd pleasing - "Divine Secrets of the Ya-Ya Sisterhood."

Although Holofcener ("Walking and Talking," some episodes of HBO's "Sex and the City") doesn't really explore anything new in such regards or come up with any groundbreaking or helpful answers, her script is generally intelligent and insightful, and she gets good performances from a terrific cast.

As the queen mother as it were, Brenda Blethyn ("Pumpkin," "Saving Grace") thankfully keeps some of her usual histrionics in check and downplays her character for which she gives a solid interpretation. Playing her young adoptive child, newcomer Raven Goodwin (making her debut) easily stands toe to toe with her more veteran co-stars and delivers a completely natural performance (which makes one wonder if she's acting or just playing herself - her next role(s) will answer that).

It's Catherine Keener ("Death to Smoochy," "Being John Malkovich") and Emily Mortimer ("Disney's the Kid," "Love's Labour's Lost"), however, who get the meatiest and more intriguing roles and deliver the best performances. I've always been a fan of Keener's work, and although she's starting to run the disgruntled and acerbic-tongued single woman bit into the ground - she does the same in the upcoming "Full Frontal" - she's still quite good in the role.

Mortimer, who will be best remembered for her work here in this film by visualizing the title of Keener's upcoming one, is also quite good in the role, believably creating a woman who's so insecure that she wants her lover to critique her literal body of work. It's not a showy or glamorous part, but she's terrific in playing it.

As might be expected for a more sophisticated "chick flick" like this, the men are somewhat given short shrift as they're portrayed as either the sources of the women's problems or the potential solutions to them. Clark Gregg ("State and Main," "Magnolia") and James LeGros ("Enemy of the State," TV's "Ally McBeal") embody characters portraying differing views of the same sort of significant other, while Dermot Mulroney ("Trixie," "My Best Friend's Wedding") plays the actor-based solution chosen to be honest simply because he's a cad.

Keener's character's solution comes in the form of Jake Gyllenhaal ("Bubble Boy," "October Sky") who must be taking role accepting advise from her as this marks the first film of two (the other being the upcoming "The Good Girl") where he plays the young character who becomes fixated with his older lover.

Those expecting something along the lines of a female version of "American Beauty" are apt to be disappointed as this film isn't as deep, insightful or slickly made as that one. It also features a conclusion that's not satisfying as it simply and awkwardly ends midstream without anything really being resolved. Even so, for those looking for a smartly written character study featuring solid performances, you could do far, far worse than what this film offers. "Lovely & Amazing" rates as a solid 6.5 out of 10.