There's no reason making a movie can't be a family affair, especially when there's an out-of-work actress in the bunch. But, then, you have to start wondering if maybe the motivation behind the project was too much about employment, not enough about entertainment. This homespun production fits the make-work formulation as it drifts in search of satiric comedy or a meaningful moment, trying hard to make up for its technical and artistic limitations by covering itself in a blanket of documentary improvisation and the loose, anything-goes structure of "reality" TV.

The scenario is that Elizabeth James Tivey (Brooke Adams, "Invasion of the Body Snatchers", "Gas Food Lodging") is an actress who gave up her career to raise daughter Sara (perky, energetic Eva Amurri, "The Banger Sisters"). Now, she's somewhat older than when she was a boxoffice draw, with a head of grey hair instead of the alluring black that made her a knockout. 16 year-old Sara doesn't want to pursue the professional career mom is pushing for her. Instead, she's into becoming a beautician and sees mom as the perfect practice model. To make mom glamorous again (get it? the title?), she brings on brushes, wigs and face lifts.

Sister Kate sees Sara's project as a means to make a movie without having to construct a dramatic narrative and brings in a crew and their equipment to record the cosmetology process and underlying family issues as they occur. When the transformation is complete, Sara arranges a meeting at a restaurant for mom to show off her new "look" for dad, Elizabeth's ex-husband Duncan (Gary Sinise) and his new wife Molly (Light Eternity -- don't ask). At this contrived reunion where nothing seems to go right, Elizabeth catches the eye of restaurateur Max Hires (Tony Shalhoub), a sweet-natured man who understandably is attracted to the artfully made-up lady (his real-life wife).

Farcical comedy notwithstanding, the style of the telling is more scattered than disciplined, giving the impression that there was a whole lot of story vamping going on to justify its claim on a profound, let alone single theme. Its publicity claims it to be an examination of society's obsession with youthful good looks and a statement against the notion that women see their value in terms of their appearance. Yeah, right. Antithetically, its primary source of interest seems to be its glimpse at what Brooke Adams looks like these days.

Made Up was adapted by Lynne Adams from her own stage play, which seems to be dedicated to putting sis Brooke -- who hasn't had a movie assignment for 9 years -- back on the screen. Lynne calls it a "mockumentary", a term that can be read as an improvisational rescue of a less than well crafted piece of work. We know that light-weight digital cameras (and scale or no pay) is turning moviemaking into a cottage industry for low-budget output but the omni-present reminder that, hey, we're only making a movie here, is not enough of a novelty to score as creativity. What meaningful moments are occasionally generated are all but engulfed by fussy, meaningless distraction and wandering trivialities.

The key to this curious bit of family collaboration getting theatrical distribution after some success on the festival circuit is in the marquee value of the cast led by the rising star of debuting director, actor and husband of the female lead, Tony Shalhoub ("Monk", "Men In Black II"). While his direction is less than remarkable, his role of suitor for Elizabeth's affections is the single most appealing and coherent factor in evidence, showcasing his instinctive grasp of comedy character.

But if they'll take my recommendation, they'll aim the piece to the direct-to-DVD market and return this team to the domestic sideboard in lieu of the movie storyboard.

                                      ~~  Jules Brenner