Mom Blethyn watches over her three dysfunctional daughters: Michelle (Keener), who's bored by her marriage; insecure wannabe actress Elizabeth (Mortimer) and adopted eight-year-old African-American Annie (Goodwin), who's preoccupied with her looks. Unstable Michelle begins a hopeless affair with a teenager (Gyllenhaal), while a post-coital scene between Elizabeth and lover Mulroney shows the extent of the neurotic actresses' body image problem. Annie is the least disturbed of the three sisters, who just wants to look like everyone else in the family. Led by Blethyn, the cast expertly embody their complicated, quirky characters. Skillfully written and directed study in character flaws and family by Holofcener.