In her fizzy, witty Lovely & Amazing, writer-director Nicole Holofcener divvies up a set of standard female physical insecurities among three basically gorgeous Los Angeles women. Though this sounds like a neat, cliched schematic, it’s actually more nuanced than the tidy gender fable that was her first feature, 1996’s Walking and Talking.

Brittle, Peter Pan-ish Michelle Marks (Catherine Keener) lashes out against the effects of adulthood—motherhood, responsibility, loss of sexual attractiveness—by sneering at her husband, ignoring her child, and refusing to work. Younger sister Elizabeth Marks (Emily Mortimer) is a waifish and delicately beautiful actress who has linked her working identity entirely to an ideal of physical perfection. Meanwhile, their mother, Jane Marks (Brenda Blethyn), undergoes liposuction to remove the pesky 10 pounds of fat that embody her maternity. The trio’s self-esteem problems also trickle into the consciousness of 8-year-old Annie (Raven Goodwin), Jane’s late-adopted African-American daughter, who morphs from a chubby, confident powerhouse into a troubled, self-hating little girl.

Michelle and Elizabeth are modern women who halfway resent the modern demands on their lives. In their mother’s generation, feminism did away with old standards of feminine value—the extent to which women were desirable or hardworking—but offered no substitute except the myth of the Superwoman, which all of the Marks women instinctively mistrust. Accordingly, they’re less obsessed with their fitness as partners than their so-called careers and abilities as caretakers. (Elizabeth adopts stray and sick dogs; Michelle has a daughter.) Michelle calls herself an artist, but all she’s doing is delaying adulthood with silly arts-and-crafts projects rooted in an English countryside fantasy of contentment, like hand-painted wrapping paper and miniature chairs made of twigs. While trying to sell her twee little chairs (carried in a heartbreaking cardboard box) to a local gift store, she’s aghast to find that an old junior high school acquaintance has become a pediatrician. “We’re 36,” says the woman patiently. “Yeah, but not 36 36,” Michelle answers, squirming.

Elizabeth, doe-eyed and glass-fragile, is a bundle of neediness in the guise of a typically self-obsessed performer. She sees men as the enemy, but she also turns to them for validation, tirelessly challenging her easygoing writer boyfriend with elaborate Rube Goldberg Q-and-A’s that drive him berserk. The only thing she’s certain of is that men never tell the truth, and what she seeks in the way of “support” walks a razor-thin line between empowering and denying her neurosis. “He doesn’t have the patience for my insecurities,” she wails to her mother. “Oh, that’s so manipulative,” Jane snaps from her hospital bed.

With a little too much glee, Holofcener drags the two sisters into relationships with unsuitable men who prey on their vanity. After a series of humiliations, Michelle impulsively takes a job at a one-hour photo shop, run by the owner’s teenage son (Jake Gyllenhaal, who seems to be the tadpole du jour, with two summer screen stints as the callow paramour of a married woman). Elizabeth exhausts her boyfriend’s patience and accepts a date with a hot movie star (Dermot Mulroney), which turns into a sick sort of audition when she asks him to evaluate her every flaw with the gimlet eye of a fellow actor. Meanwhile, Mom languishes in the hospital from complications from surgery, while young Annie is bounced from sister to sister to the care of her hired Big Sister. (“She needs someone in her life who’s black,” Michelle blithely explains.)

Mom’s love and guilt have allowed Annie’s weight to rise unchecked, and as her family life breaks down, Annie’s burgeoning sense of self becomes entangled in her sisters’. She has her hair straightened, trowels on lavender eye shadow, and begins toying with risk, playing dead in the pool and bolting from home at night to make her way to the caloric comforts of three or four McDonald’s meals. Goodwin is a natural charmer, a sober, riveting screen presence with none of the simpering cuteness of so many slick child actors. She makes Annie’s struggle to define herself in the absence of any help from the older white ninnies in her life miserably affecting, particularly when she calmly expresses a desire to tear off her skin.

Annie’s metamorphosis into someone who can’t decide whether it’s worse to be fat or to be black is tremendously moving, but as Lovely & Amazing rushes toward its conclusion, Holofcener discards all subtlety in crafting the trials by fire through which her characters reconcile their self-images; they’re ham-handed and implausible, all taking place over the course of one fraught evening. And one moment of semiunderstanding from a newly relaxed Michelle is not likely to cure Annie of her confusion and anger. It’s a woefully simplistic wrap-up for a sharp, perverse, and splendidly acted film. After so much painful and funny truth-telling, Holofcener should have done more than settle for comforting lies. CP