"I really hope she fucks that horse."

I've always liked Tony Shalhoub. I think he's an unjustly under-rated character actor. He's had his big movies (Galaxy Quest, The Man Who Wasn't There), but no one really seems to know him. He's either "the guy from Wings" or "the bug-eyed guy from the Men In Black movies." That's really too bad. Recently he's gotten his own tv show (Monk, which I unfortunately have never seen) and is finally getting some real recognition.

But even before Monk there was Made-Up, his directorial debut. This actually played last year at the festival, but I missed it. Since this is the 10 year anniversary they're showing it again. Lucky for me.

Tony's wife, Brooke Adams (Invasion Of The Body Snatchers (1978), The Dead Zone and Gas Food Lodging) plays Elizabeth, a woman who is fairly recently divorced, has a teenage daughter, Sara (Eva Amurri from The Banger Sisters) and thinks that she is over the hill and no longer good looking. Her sister, Kate (played by the writer and Brooke's real-life sister, Lynne Adams), has just started taking film classes and wants to make a documentary about Elizabeth and her family. Elizabeth isn't too hyped up on the idea, but she's doing it anyway. Sara seems to be all for the idea as a way to help her toward her dream of being a cosmetologist.

So, this is a film about the making of a documentary. We are supposedly seeing the finished product. And obviously Kate will do anything to get her movie. (There are cameras everywhere and a lot of, "Yeah, it's off.")

As her life falls apart around the cameras, Elizabeth also learns exactly what the camera does to someone. She goes from being ok with her image on film to not wanting her face shown to getting a make-over from her daughter.

Meanwhile, Kate is trying to get a distributor for her film before it's finished with the help of Molly (Light Eternity...don't ask), Elizabeth's ex-husband's (Gary Sinise...where's he been lately? Oh yeah. Impostor. Nevermind.) new wife. But they want a romantic comedy. So Kate decides to start adding characters to the doc. Enter Tony.

This is actually a really cool movie. It's a lot of fun to see these women work together and against each other. The two sisters have the kind of chemistry that only family can have: antagonistic and loving. And the performances are all great. Gary is a real stand-out in a nearly wordless role. Just watch him in the background.

While the original one woman play didn't have the film aspect, I can't imagine the story without it. It plays such an integral part in the story that I almost don't know how they told it without a bunch of video cameras. And, of course, it adds to the title. Was Elizabeth's life made-up for the cameras? Or would it have gone this way eventually? And is documentary this easy to manipulate? I love that aspect. It's a credit to Lynne that she was able to stick this bit in and make it as important as the womens' stories.

And speaking of the women, this really implicates America for its superficiality. Brooke Adams is and always has been an attractive woman. So why is she sort of a has been? Because she's over 35. She may not be the perfect beauty she once was, but for someone her age she's not so bad to look at. But we want our actresses made up to look a lot younger than they really are. When Elizabeth has her make-over, yeah, she looks younger, but it's a fake beauty.

Tony has a great eye for this sort of thing, too. He took what could have been a very straight forward film and turned it into something very interesting. There was always a feeling of unreality to it because of the cameras and boom mics that were always falling into the shots. And the fact that we only see what the cameras were shooting (actually it was a professional cameraman with a real camera standing behind the guys with the little digitals) helps to convey the unreality of it all, too.

The movie was a real labor of love and it shows. It's a great little movie that I don't think has gotten picked up yet. But it is playing in Dallas soon. They are self-distributing it and taking it to different markets to show it. Good for them. I hope they get a huge audience.

And now for what is, so far, the best film of the festival. Melvin Goes To Dinner was written a few years back as a play by Michael Blieden. But Bob Odenkirk found it and decided that he had to make a movie of it. Or maybe Michael took it to Bob. I dunno. Whatever happened, I'm glad it did.

Melvin (Blieden) is a real milquetoast. He is seeing a married woman who won't leave her husband. Joey (Matt Price) thinks he's a bigshot. He hates his job and has thought about having an affair. Kate (Stephanie Courtney) is a professional with ghost issues. Sarah (Annabelle Gurwitch from Cable Guy and a few other movies that we all recognize her from, but we can't quite place) has just moved to town and has her own secrets.

Before they all went to dinner, they each only knew one or two of the people there. Melvin is Joey's best friend. Kate is a friend of Joey's. Sarah is an old friend of Kate's. By the end of dinner they have all shared secrets that none of them ever thought they would share with anyone.

Pretty heavy-handed, huh? But it works so well that we all want to know more and more as the dinner goes on. Yeah, it's only a conversation (with some flashbacks to what happened before and some of the stories they tell) but it's one of the most interesting two hour conversations ever put on film.

Luckily they were able to get the four leads from the play. They had been doing it nearly every night for nine months before filming started, so they knew each reaction and nuance that worked. Also luckily, Bob knew that stage actors don't work like film actors. They may not be able to react to nothing. So he had five cameras going at once to catch everything he could.

Now, you may think that this conversation would be totally overbearing and life-affirming and all that shit. But no. It's all those things, but it's also very, very funny. The opening line I used on this review is from this movie. And just about everything is that weird and funny.

But there is the serious, life-affirming relationship stuff that works just as well. They all have some pretty fucked up stuff in their past and are ready to get it off of their chests. Why would they tell total strangers? Well, sometimes it's just easier that way.

And the end, while not conclusive, is perfect. Heartbreaking and liberating all at the same time.

Watch for some cool-ass cameos. A lot of Bob's Mr. Show co-horts show up (including a certain Tenacious un-named actor) and Maura Tierney has a small role as Melvin's sister.

And make sure you listen to and remember ALL of the conversation. It all comes back in ways you would never expect.

Basically, this movie was inspirational to me and all of the people who saw it with me. It's an awesome and amazing film that needs to be seen. I hope it makes its way around America soon.