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MOVIE REVIEW

'Made-Up' faces some real truths

"Made-Up" is about Elizabeth (Brooke Adams), a former actress who, after years of not much caring about her appearance, suddenly becomes obsessed with it. Her flighty sister Kate (Lynne Adams) has been shooting a documentary for a film class about the makeover Elizabeth's teenage daughter Sara (Eva Amurri) wants to give Elizabeth. One night, she sees the way she looks on camera and is mortified.

To Elizabeth's dismay, Sara wants to skip Bard and become a beautician. Her makeover of her mother consists of putting a Minnelli-style wig over Elizabeth's distinguished gray hair and pulling her facial skin with tape until she looks like Katherine Helmond in "Brazil." The idea is that with this new look she can win back her reticent ex-husband Duncan (Gary Sinese). Sara, of course, claims the makeover is just to show her father that the money he'd be paying for cosmetology school would not be in vain. Regardless, the get-up snares the attention of Max (Tony Shalhoub, who also directs), the uncle of one of her crewman (Jim Issa), and the movie has gone off in yet another direction. When Kate hires Max to act opposite her sister, she starts recoloring Elizabeth's life as a love story.

The script is spiked with some tart observations, usually concerning Sara and another of the movie's subjects, her anorexia. She promises to eat better if her mother consents to the makeover, a deal Elizabeth calls "nutritional extortion." Eventually, a film studio gets involved in the production, and there's something compelling about the way the demands of the project start to damage Elizabeth and Kate's relationship.

The movie was written by Lynne, who is Brooke's sister, and Shalhoub is Brooke's husband. It's as cozy and likable as that family dynamic would suggest. It also features certain indulgences that you come to expect from a group of entertainers who've made a movie about making a movie about art. There are repeated mentions of being an artist and searching for truth, several young filmmakers make up Kate's crew, and there's a trip to the DeCordova Museum. At the end of the day, you're always aware that Elizabeth, despite how initially rankled Brooke Adams wants the character to seem, is only pretending to mind the camera.

Lynne has stretched her one-woman show, "Two Faced," into this semi-farcical contemplation of, among several other subjects, aging, divorce, the ethics of filmmaking, and the ravages of the omnipresent Hollywood beauty myth. Some of "Made-Up" is funny, some of it's enlightening, and most of the performances sparkle -- Brooke Adams and Amurri are especially charming. A lot of the film, though, is tepid, tired, and shapeless. But Adams and Shalhoub never do what you might be expecting them to: collapse it all in a pile of Lifetime-y message mongering. This movie is about how and why not to pander to women. (Lifetime just panders.)

As the popular culture makes room for women of a certain age, the movies are trying to figure how to make them appealing without turning them into freaks. Nancy Meyers desperately wanted us to laugh and cry at the plight of Diane Keaton in the trifling "Something's Gotta Give." And you can feel "Made-Up" straining to be about more than fabulous-and-50. It wants, as Kate says about her documentary, to be a "seminal work on beauty and aging." But it wears like a gauzy romantic comedy.

Wesley Morris can be reached at wmorris@globe.com.

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