If you live in Manhattan, you know women like Judith (Holly Hunter), the 40-something, Upper East Side divorce who put her ex-husband through medical school. He left her for a younger woman. Judith shops on Madison Avenue, sometimes ventures 'downtown' to 57th Street and, while she may have a job, it's more of a hobby than a career. Richard LaGravenese's heroine in Living Out Loud isn't Everywoman, but for New Yorkers, she's part of the landscape, a woman you occasionally see pictured on the society page attending a charity art auction. Most of us don't think about women like Judith very much-their lives seem so far removed from the working world we inhabit-but LaGravenese finds in Judith a woman waiting to blossom, someone who is about to rediscover her dreams and live boldly.

LaGravenese, whose original screenplay for The Fisher King garnered him an Academy Award nomination, went on to write several screen adaptations including The Bridges of Madison County, A Little Princess and The Horse Whisperer. He also wrote Diane Keaton's Unstrung Heroes, and is credited as one of three screenwriters on Jonathan Demme's Beloved. Living Out Loud, an original screenplay-the title comes from a quote by Emile Zola about his desire to live boldly-marks the writer's directorial debut. LaGravenese's inspiration for the film derives from characters in the short stories of Anton Chekhov. Like the young soldier in Chekhov's 'The Kiss,' Judith's life takes a turn when she receives an unexpected kiss. Danny DeVito's character, Pat, an elevator attendant in Judith's building, is inspired by the cab driver in 'Heartache' who is grieving over the death of his child.

Judith's kiss comes in a room she mistakes for the bathroom in a Manhattan nightclub; a man, expecting his lover, takes Judith in his arms. She's at the club to hear Liz (Queen Latifah), her favorite singer. Judith never sees the man again, but the two women eventually meet-in a memorable ladies' room encounter-and become friends. Judith brings Pat to hear Liz and, eventually, in the nexus created by their loneliness, Judith, Liz and Pat find the strength to go on. They tell each other their stories, and each of them is seen and sees the others as they've never been perceived before. That recognition transforms them, and they all begin to 'live out loud.'

Living Out Loud is beautifully scored, and Queen Latifah's renditions of the film's jazz and blues classics establishes an entirely new venue for the rap superstar's talent. Although her acting is uneven, there's a sincerity to her performance that endears you to Liz. LaGravenese gets excellent performances from Hunter and DeVito-Judith and Pat each possess that rare quality of aliveness, of existing in real life. You'll leave the theatre expecting to see them as you round the next street corner.

Judith's active fantasy life, which is often played out on the screen, calls for some difficult transitions, which LaGravenese handles quite well. His visual style-skillfully rendered by veteran d.p. John Bailey-with its cuts to black and its fluid camera movement, invites you to linger. It seems to take its pace from the lazy blues numbers that are at the very heart of the film. This isn't one of those snappy New York stories in which everyone is insufferably glib or in analysis. Living 0ut Loud is an intelligent and sensitive portrayal of what transforming your life is really like. Judith may be New York savvy-the bathroom scene with Liz is one suitably acerbic example, as are the moments with her ex and his new, pregnant wife-but in that lingering pace LaGravenese establishes, Hunter shows us the pain and fear that underlie Judith's big-city shell. There we discover our own yearning to live boldly, and share in Judith's difficult but inspiring transformation.

--Maria Garcia