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The film tells the story of a slightly screwy L.A. family. Brenda Blethyn plays the matriarch, Jane, a middle-aged, well-to-do divorcee. She has two adult daughters, Elizabeth (Emily Mortimer) and Michelle (Catherine Keener), in their thirties. Each woman is deeply insecure and somewhat fatalistic about her prospects for the future, and all their relationships are a little flawed. Jane is also the adoptive mother of Annie, a pudgy 8-year-old black girl who has a rocky relationship with her two half-sisters.

Annie loves Jane, and she knows that her birth mother was a crack addict. Elizabeth accepts Annie, but Michelle thinks she is just a "project" of Jane's.

The film takes place over a few days when Jane has checked into the hospital for a liposuction. All three women are simultaneously critical of their looks, and also critical of the L.A. culture of youth and appearance. Jane asks Elizabeth and Michelle to take care of Annie, and Michelle whines until Elizabeth agrees to do it, although Michelle has a daughter about Annie's age, Maddy. We see Jane in a consultation with her plastic surgeon, where she undresses so he can mark her stomach for the surgery. She has a crush on the doctor and is so mortified she feels faint and must be helped onto a stool, while half dressed in a paper gown.

Michelle spends her days loafing around, sometimes making art and craft projects, or unsuccessfully trying to sell them to trendy boutiques around L.A. In an opening scene, she is in a store with some miniature chairs made out of twigs she has made when she runs into an old school friend, who is now a pediatrician. Michelle is amazed that one of her peers could be so "grown up;" her friend replies, "Well, we *are* 36." Michelle responds, "Yeah but we're not *36* 36." She then gets turned down by the boutique, and curses the saleswomen as she leaves.

Elizabeth is an actress, with a part in a new film. She is asked to do a photo shoot in Vogue, but feels too self-conscious in the sheer top the photographer has her wear. She is extremely critical of herself, and is dating a journalist (James LeGros) who is getting tired of her running herself down, as well as her habit of bringing home stray dogs. When she complains to him about feeling insecure about what to wear to an audition with a hunky movie star, he tells her she should date an actor because he can't sympathize with her problems.

She visits her equally unsympathetic, high-powered agent (female) who offers her a "re-gift" of a scented candle meant to raise self-esteem.

Jane goes in for her liposuction surgery, with all three daughters and granddaughter Maddy by her side. She tries to cheer them up, and gives Elizabeth encouragement for her audition after Elizabeth worries that she isn't sexy enough to land the role. Jane is also still obsessed with her doctor and wonders if she could ask him out; Michelle points out that he is going to be suctioning out her fat, so don't count on it. The daughters go to the hospital cafeteria and Michelle criticizes how much Annie eats, then turns to some men who have overheard and shouts, "What are you looking at?"

Michelle's husband keeps telling her to get a real job, and he "accidentally" breaks some of her craft projects. They fight constantly, and she sleeps in her young daughter's bed every night. She also watches cartoons all afternoon and offers her daughter cookies when she asks for fruit. We see that the husband is having an affair with Michelle's friend. Michelle is turned down by a weird German boutique owner when she tries to sell homemade wrapping paper to his shop; afterwards, she impulsively walks into a one-hour photo shop looking for a job. A young guy (Jake Gyllenhaal) is working there, and he gives her the job and has clearly fallen for her instantly.

Annie has a black "Big Sister" who she spends time with once a week. She straightens Annie's hair without asking Jane's permission, but Jane doesn't mind. The young woman takes Annie swimming at the Y, where Annie frightens everyone by pretending to drown in the pool. The Big Sister tells Elizabeth when she comes to pick Annie up that she no longer feels comfortable being with Annie, since she joined the program to help someone underpriviledged.

Elizabeth has her audition with the hunky movie star (Dermot Mulroney). They have little chemistry together because she is too demure, but he asks her out to dinner later when they run into each other at a drugstore. At dinner he commiserates with her story of her unsympathetic ex-boyfriend, and they wind up in bed at his place. She then asks him to do something that will help her insecurities (she says): she stands in front of him nude and asks for him to critique her body. He is uncomfortable at first, but then warms to it, pointing out her nice hips, yellow teeth, uneven breasts, and lovely smile. She feels relieved, but then leaves abruptly, and he says he regrets going along with her request.

Michelle has been enjoying her minimum wage job at the photo shop and the attentions of her young coworker.

They begin an affair in the backseat of her car --- note this kid is all of 16 years old. Suddenly, Jane has an emergency at the hospital and must be kept a few days longer. Michelle freaks out, thinks her mother is going to die, and goes to her "boyfriend"'s house (his parents' house). His mother is astonished, but lets her in. Michelle agrees to an overnight tryst, after first worrying what her daughter will think if she is away from her for a night.

Elizabeth's movie has its premiere, and she brings Michelle and Annie as her dates. Elizabeth and Annie leave the glamorous party early after Annie whines, and while waiting in line for the valet service, Elizabeth spots a stray dog. She approaches it, and it attacks her --- Annie screams for help. Meanwhile, Michelle is wandering around the movie party alone, and Elizabeth's agent comes up to her and says, "You know, your sister is a neurotic mess." Michelle replies, "YOU'RE a neurotic mess!" She then goes off to her boyfirend's house, and he comes out to her car. His mother comes out and demands he come back inside; when she refers to Michelle as his friend, he says, "Oh no mom, we are way more than friends, Michelle is my lover." Michelle is both mortified and flattered, but a few minutes later a police car arrives and arrests her for statutory rape! The mom called the police, the boyfriend is devastated and argues with the cops, and Michelle is taken to be booked.

Elizabeth has a terrible cut on her upper lip from the dog bite, with stiches. The movie star keeps calling and asking her out again, but she puts him off --- apparently because she assumes the scar will wreck her chances with him, which is ironic because Dermot Mulroney has a big scar on his lip. She and Annie are getting ready for bed, when suddenly Annie sneaks out, headed to the local McDonald's. Elizabeth freaks out and starts looking for her. Michelle meanwhile calls her husband from the police station and fights with him after he threatens to take custody of their daughter. She takes a taxi home, and coincidentally gets out at the McDonald's that Annie is in. She sees Annie in a booth --- Annie has ordered an enormous amount of food. Instead of criticizing her, Michelle asks if she's alright, then calls Elizabeth on her cell phone to say she's found Annie. They then commiserate together and eat, and when Annie asks if Michelle thinks her hair looks nice, Michelle softens and says yes.

The next morning Jane is to be released from the hospital, and as the sisters are about to leave to pick her up, Annie is missing again. As the film ends, we see she is upstairs in Jane's room, carefully arranging the pile of decorative pillows on Jane's bed so it will be just the same as when she left.


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