Made-Up is a family movie in the truest sense--its star, Brooke Adams, is married to the director, Tony Shalhoub, and is the sister of the writer, Lynne Adams. But then, Lynne and Tony also co-star in the film. And Brooke and Lynne are two of its producers. Also, the film is about a family--in which Brooke and Lynne play sisters, very much like themselves.

But whether they're related or not, the makers of Made-Up, are a terrifically talented group, and they've made a fun, irresistibly charming movie. Sophisticated and scatterbrained throughout--and slapstick when called for--the independently made Made-Up is much superior to most of the recent big-budget family comedies churned out by the Hollywood film factories.

Loosely based on a one-woman play by Lynne Adams, which she starred in onstage for five years, Made-Up focuses on a fifty-something Boston mom, Elizabeth (Brooke Adams), who has let herself go to hell since her husband left her for a younger woman. Elizabeth's dowdiness appalls her teenage daughter, Sara (Eva Amurri), who announces she's going to skip college to become a cosmetologist--and plans to demonstrate her skills by giving her mother a makeover.

Elizabeth takes her turn at being appalled. 'I was ready for anything…a heroin addict, a nymphomaniac…but a cosmetologist?' However, her sister Kate (Lynne Adams) is thrilled, for in Elizabeth's transformation at the hands of her daughter, she has found the perfect subject for a documentary she's directing for her film class. To help out her career-befuddled older sister, Elizabeth reluctantly agrees to participate in the project.

Made-Up then proceeds as if the film is really being made up as it goes along. Although the action looks improvised, flowing in and out of what's real and what may not be, the script is very carefully and cleverly plotted. Kate and her three-man crew, Eli, Chris and Simon (Jim Issa, Kalen Conover and Lance Krall, who have their own improv act), are the only ones who know when and if the cameras are rolling, but they're never quite sure they're shooting a documentary about a wacky family--or a documentary about making a documentary about a wacky family.

Everyone gets to be a star: Eli's Uncle Max (Shalhoub), a restaurateur and wannabe actor, is recruited to provide some 'love interest' for Elizabeth. Her ex-husband Duncan (a self-effacing Gary Sinise) and his new girlfriend Molly (a beaming blonde aptly but oddly named Light Eternity) are brought in for added spice. Young Amurri is quite lovely and spot-on as Elizabeth's self-confident daughter, the budding cosmetologist.

In his debut as a director, Shalhoub keeps the comedy light and sweet and subtle--much like his acting. As the nerdy but sort-of sexy Max, Shalhoub has some hilarious bits. But the show really belongs to his wife and sister-in-law. Brooke Adams, who has not made a movie in years, had to be de-glamorized to play dowdy Elizabeth, who--thanks to her daughter's skill with a tape-on face-lift, a body shaper and a wig--becomes a 'thirty-something' hottie. She's just swell. And older sister Lynne, a veteran of TV soap operas, proves she can excel in the sassy sidekick role. But really, based on Made-Up, Lynne should keep her focus on writing screenplays.

-Shirley Sealy