The dream of Donna Jensen (Gwyneth Paltrow) is to be the best airline attendant on the best carrier in the world, Royalty Airlines to Paris. She gets there, with the help of mentors like best-selling author and former stewardess Sally Weston (Candice Bergen) and wacky, one-eyed instructor John Whitney (Mike Myers), and in spite of the evil machinations of her erstwhile best friend, Christine (Christina Applegate). But it can be lonely "at the top," as she realizes when she has to leave behind the perfect boyfriend (Mark Ruffalo), who himself aspires to be a lawyer.

More low-key and thoughtful, and far less noisily contrived than Maid in Manhattan, How to Lose a Guy in 10 Days, and all of Sandra Bullock's recent oeuvre, this is the best chick flick in a while. Director Bruno Barreto concentrates on character development over cutesy shtick, and his cast rewards him with a fleet of charming performances. It's a tribute to Paltrow, inescapably a creature of privilege and innate elegance, that she's so convincing and sympathetic as one-cut-above-white-trash Donna. You root for her in a way audiences once did for Jean Arthur and Ginger Rogers in their better career-girl comedies like Easy Living, The Devil and Miss Jones, Bachelor Mother, and Tom, Dick and Harry. Barreto frames Paltrow's appealing performance smartly, especially when she dazzlingly emerges in the elegant Royalty uniform and proudly salutes other topflight attendants in the terminal. Barreto gives her a wistful scene, alone in Paris at Christmas, which recalls nothing less than the masterpiece of the genre, Sabrina. She and a soulfully ardent Ruffalo have a natural easy chemistry and warmth together, with thankfully no need of a sappy pop song-driven love montage to force the issue. (Cyndi Lauper's "Time After Time" is admittedly their theme, but it's a savvy, evocative choice and used discerningly.)

Bergen's ubiquitous comic style, a kind of twinkling stiffness, is well-employed in her appallingly nouveau-riche role. Applegate makes an effectively witchy villainess, and fuels an amusing fight scene with Paltrow which ends in a funny denouement involving a loaf of French--oops, Freedom--bread. And Mike Myers should have his salary doubled retroactively for the bracing, hysterical verve he brings to the film. Hideously, hilariously beset with that one dead eye, he makes the puckish most of every bad-taste opportunity imaginable, spins ordinary lines of dialogue to make what's not funny seem so, and preens with a coquettish officiousness in his pristine office (which features celebrity grab shots of him with similarly impaired stars like Sammy Davis, Jr., Peter Falk and Marty Feldman).

--David Noh