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Manhattan moments ; A fine cast and savvy direction combine for a humorous look at neighborly relations

You see breasts and nothing but, in all shapes and sizes.

They're the first thing behind the credits in Nicole Holofcener's "Please Give" -- but not from the erotically charged eye of the male sex. Rather they're seen by a female filmmaker who possesses that essential anatomical part herself and has an obvious understanding of the need for regular mammograms.

Because that's what you're watching -- a succession of mammograms in a doctor's office shown to you in a montage. That's because one of the lead actresses in the film (played by the terrific Rebecca Hall) is the mammogram technician, the one who has been trained, ever so delicately and offhandedly, to tactfully tell a woman on a return visit that she was called back because "they saw something" the first time around.

It's an exquisitely subtle scene, almost thrown away by writer/director Holofcener but played with such excellence by Hall and veteran actress Lois Smith, that you're obviously in the presence of a filmmaker of rare gifts.

And that Holofcener is. But such is our hype-driven world that the sort of cross-dressing involved in the creation of the second "Sex and the City" movie (before the actresses ever reach the set) is billboarded everywhere you look, but the unerring truths of Holofcener (one of the writers of "Sex" on TV) are practically smuggled into an art theater at midnight.

Thank God for the cast -- Hall, in that starring role, and the wonderful Smith. They're early tip-offs that "Please Give" is a special movie. The minute enlightened moviegoers see the faces of Catherine Keener and Oliver Platt, they know they're in an articulate urban world of people who think and talk and express emotions in recognizable ways.

Or, more accurately, avoid expressing emotions.

Holofcener's frequent specialty in her films ("Friends With Money," "Lovely and Amazing," "Walking and Talking") is all the things people DON'T say but wind up saying anyway in other ways or in actions that are eloquent and unmistakable.

Holofcener gives you the mammogram view inside the most ordinary social relations. And she'd probably tell you that she's no fancy diagnostician or doctor, just a technician showing you what there is to see.

And if, somehow, I've made this film sound like the most parochial kind of Lifetime Network chick flick imaginable, I apologize because it's awfully funny in that riotous deadpan way that Mike Nichols and Elaine May first brought into the world (humorist Sarah Vowell, by the way, does a walk-on in the movie and so does one of her books.)

The setup is hard-core Manhattan urban -- our antique furniture dealers, Keener and Platt, live next door to a very old woman (Ann Guilbert) who is now at the stage of life where her only pleasure in life comes from injecting unpleasant truths into situations where they're always unwelcome.

And if that means humiliating her two grown daughters (Hall and Amanda Peet, as a cosmetologist with a tanning bed addiction), she couldn't care less. Both daughters are romantically challenged. The medical tech is awkward and, well, a little nerdy. And the cosmetologist is a little promiscuous and almost as selfish and thoughtless as her aged mother.

So our couple next door is essentially waiting for their elderly neighbor to die so they can finally buy her apartment and knock down the walls to give themselves more room. And if that isn't a deeply New York problem -- the constant search for space and the tolerance required in the act -- what is?

Which, of course, is why it may resonate anywhere.

Eventually, of course, you'll see the male member of the couple wander into the cosmetologist's shop for a facial. What he gets, as you no doubt guessed, is a full-release facial and a subsequent short affair.

Meanwhile, his wife (the uproariously artful Keener) keeps pressing money on people in the street out of deep guilt for the sharp-eyed business acuity that makes up her professional life. In one hilarious scene, she walks up to a sloppily dressed African-American man standing with better-dressed people on the street, asks him how long it's been since he's eaten and offers money, only to be told, incredulously, "I'm waiting for a table."

Her teen daughter, needless to say, objects to all this money for street dwellers and none for her to buy a $200 pair of jeans, but then she and her elderly grandmother are there to rub our faces in all the seething truths everyone else is busily engaged smudging over.

Guilbert, by the way, used to play the next door neighbor in "The Dick Van Dyke Show" -- the wife of the dentist played by Jerry Paris -- so it's a kick to see her again. She's yet another senior TV sitcom actress with perfect timing.

There is, to be sure, absolutely nothing big going on here. The film's ending almost arrogantly reaffirms that.

It's just a subtly terrific cast and a master writer/director going inside very ordinary life moments in Manhattan.

You'll see what's really there. And you may well laugh.

A lot.



Please Give

3 stars (out of 4)

Catherine Keener, Rebecca Hall, Oliver Platt, Amanda Peet and Ann Guilbert in Nicole Holofcener's new comedy about a couple of antique furniture dealers involved with the romantically challenged daughters of their nasty next-door neighbor.

Rated R for language, sex and nudity and opening Friday in area theaters.

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