It takes a lot of work to keep in shape as you grow older -- especially if you’re a woman. Consider all that dieting, exercising, hair coloring, wardrobe selecting, and cosmetic applying. But does any of this improve you as a person? Made-Up, a coming-of-middle-age comedy directed by Tony Shalhoub, explores this topic with spirited humor and poignant sensitivity.

Using a mockumentary style similar to Christopher Guest’s wonderful Waiting for Guffman and Best in Show, Shalhoub (Big Night) makes an impressive directorial debut with this film adaptation of Two Faced, a play written by his sister-in-law Lynne Adams. Adams also wrote the witty screenplay, served as producer, and portrays one of the film’s main characters -- a woman who persuades her sister to be the subject of a student film project. 

In this hilarious movie, a teenage wannabe cosmetologist (played with delightful enthusiasm by Eva Amurri, Susan Sarandon’s daughter) does an elaborate make-over on her mother Elizabeth (Brooke Adams). The complicated "beautifying" process includes a tape-on facelift, eye tucks, and a wig. Elizabeth’s sister (Lynne Adams) documents the transformation for a video class she’s taking.

When Elizabeth, whose husband (Gary Sinise) left her for a younger woman, meets a new guy (Shalhoub), she can’t be sure who he’s falling for, especially since he thinks she’s two different women -- his glamorous date and her plain, older sister. I still chuckle thinking about Elizabeth trying to hide her identity after she realizes Shalhoub's character assumes she's two people. One of the funniest scenes I’ve seen in years shows Elizabeth’s facelift tapes coming apart during a supposedly romantic dinner and her frantic efforts to salvage the evening.

Made-Up is truly a family labor of love. Sisters in real life, Brooke (Days of Heaven) and Lynne must have a a keen understanding of the inevitable differences among siblings -- for it shows in their believable performances. I also found Brooke and Shalhoub, who are married off-screen, to be an intriguing on-screen couple. They complement each other in both dramatic and comic situations. Shalhoub projects an endearing befuddlement over his character's relationship with an unusual woman, and Brooke reminds me of the great Lucille Ball, particularly in a sidesplitting sequence where Elizabeth gets a bit tipsy to "loosen up" before filming begins.   

Why did Shalhoub, noted for his versatile acting talent, decide to direct this movie? "I was afraid I’d lose a few limbs if I didn’t," he joked after the Taos Talking Picture Festival screening. Involved with his sister-in-law’s play from the very beginning, Shalhoub helped produce the Los Angeles production -- which starred Lynne and was directed by Brooke.

Not related in any way to Shalhoub or his family, the youths playing Made-Up’s video crew add more than a few amusing moments as their characters try to make sense out of what’s going on with their reluctant documentary subject. Lance Krall, Jim Issa, and Kalen Conover -- all members of an Atlanta comedy improv group -- make excellent use of their comic skills here.

Because of its entertaining and thoughtful treatment of issues relating to beauty, aging, and family, I’m not surprised at the film festival honors already earned by Made-Up. In addition to being voted Best Independent Feature at the Santa Barbara Festival,  Made-Up won an Audience Award as Best First Time Film at the South by Southwest Festival in Austin, Texas. And Shalhoub also received a director’s Land Grant Award nomination from the Taos Talking Picture Festival. Bravo!

(A Vanity Production by Sister Films; rated "PG-13" for sexual content. DVD available on August 30, 2005.)

Read Betty Jo's interview with Tony Shalhoub and her interview with the Adams Sisters.