By TIM MILLER
ENTERTAINMENT EDITOR

It ticks me off that studios force dreck like "Bringing Down the House" down our throats while a great independent film like "Made-Up" is having trouble getting a distributor.
But, thanks to Judy Laster of the Woods Hole Film Festival, moviegoers can do something about the situation. Her festival, in cooperation with Regal Cinemas, is screening "Made-Up" at Regal's Nickelodeon Cinemas as part of a winter film series.

The comedy, which marks the directorial debut of Tony Shalhoub (TV's "Monk") and stars his wife, Brooke Adams, played at the Woods Hole and Nantucket film festivals last summer. If you didn't catch it then, or if you did and have been dying to see it again, now's your chance. (Actually, you'll probably have another chance down the road; "Made-Up" is tentatively set to be shown at the Cape Cinema in Dennis this summer.)

The script was written by Lynne Adams, Brooke's sister, who based it on her one-woman play. The screen version has been expanded to feature several characters.

At the heart of the story are two sisters played by the Adams siblings: Elizabeth (Brooke), a former actress who has given up her career to focus on her family, and older sister Kate (Lynne), an aspiring filmmaker. Kate, who's taking a film course, convinces Elizabeth to be the subject of a documentary she's making that she hopes will be "a seminal work on beauty and aging."

Elizabeth is a logical choice for the project. She's beautiful, but, without the pressure to maintain a youthful appearance for acting, she's let her hair turn a natural gray, let the lines on her face show, and gotten out of shape. She's middle-aged, and she looks it.

Her husband, Duncan (Gary Sinise), has responded by dumping her for a much younger woman, Molly (Light Eternity ... honest), a pretentious artist who declares that she once made a documentary about Castro's daughter called "Daddy Dictator."

Meanwhile, Elizabeth's daughter, Sara (Eva Amurri, real-life daughter of Susan Sarandon), wants to skip college and become a beautician. Given a choice, Elizabeth would rather Sara turn to drugs or become a nymphomaniac.

Still, for Kate's movie, Elizabeth reluctantly agrees to let Sara perform a major makeover on her - complete with black wig. Much to her surprise, when Elizabeth looks in the mirror, she loves what she sees. Later, when she meets Duncan and Molly in a restaurant in a scene set up for the movie, the newly confident Elizabeth flirts with Max (Shalhoub), the restaurant's owner, who's been recruited as an extra. A relationship develops between Elizabeth and Max - but is it strictly for the camera, or something more?

That's just one aspect of a story that's remarkably rich in subplots and themes.

There's the relationship between the sisters, the way each feels she is putting herself on the line for the other, and the relationship between mother and daughter, in which the mother worries about the daughter having a meaningful future while the daughter struggles to convince her mother that she's discovered a direction she finds rewarding.

There's the idea of striving to find fulfillment through art, whether it's Sara as a beautician, Kate as a filmmaker, Max as an actor, or Molly in whatever her latest artistic endeavor may be.

One of my favorite moments in "Made-Up" has Molly, who will quote Nietzsche and Henry Kissinger practically in the same breath, pontificating for Kate's film about artists being above morality.

Molly: "I'm an artist, and artists can't think about right and wrong."

A crew member, off camera, lets out a giggle, and Molly darts an annoyed look his way.

Crew member: "I'm sorry. I thought you were just kidding."

It's hilarious, yet "Made-Up" shows how there's some truth in what Molly says. Kate, for example, desperate in her need for artistic expression, will resort to just about anything for the sake of her film.

There's also, of course, the whole idea of beauty and aging. In depicting Elizabeth's transformation, "Made-Up" is not suggesting that, to battle middle-age ennui, women need only throw on a wig and get dolled up and everything will be OK. It recognizes the superficiality of physical appearance. Yet, at the risk of being politically incorrect, it doesn't shy away from the notion that physical appearance can have a powerful effect on how we're perceived and how we perceive ourselves.

"Made-Up" brilliantly, and uproariously, makes this point when Kate declares to a crew member, "We have to stop buying into the idea that droopy breasts and sagging jowls are unattractive!"

That Lynne Adams can deliver such an over-the-top line and make it sound like a natural thing for her character to say reflects just how well the script and performances blend.

"Made-Up" is brimming with portrayals to be savored.

Eternity, front and center, will be effusively delivering Molly's pronouncements while, in the corner, Sinise will wordlessly cringe as the embarrassed Duncan - both extremely funny for vastly different reasons.

As the often-clueless Max, Shalhoub is perfect. A highlight is when Max practices being comical and romantic with a series of facial expressions. It's priceless, and only an actor of Shalhoub's ability could pull it off as he does. (Watch the Coen brothers' "The Man Who Wasn't There" and tell me he didn't deserve a Best Supporting Actor Oscar.)

Amurri projects just the right youthful combination of confidence and innocence, while Lynne Adams somehow manages to make Kate likable, no matter what level she sinks to for her art.

Holding it all together is Brooke Adams, who largely plays the straight woman, the most grounded character, while still managing to be fascinating and witty as Elizabeth. In an example of art reflecting life, after making a strong impression in such films as "Days of Heaven," "Gas Food Lodging" and "The Dead Zone," Adams has pretty much abandoned her acting career to stay at home with her children. Her winning performance in "Made-Up" reveals just how much we've been missing.
 

Brooke and Lynne Adams are scheduled to attend the 7 p.m. screening of "Made-Up" on Saturday and a reception afterward at 9:30 at the Nimrod Restaurant, 100 Dillingham Ave., Falmouth. Tickets for the reception are $10.
 

RATING SCALE: Four stars (best) to bomb (worst)
RATING: Not rated
RUNNING TIME: 95 minutes.