Fans of Nicole Holofcener's wry urban comedy Walking and Talking will be ready for the emotional honesty and observational wit of her follow-up, Lovely & Amazing, but they may not be prepared for the film's nearly relentless downbeat tone. Not that Walking and Talking didn't have its painful and awkward moments, but it was feel-good escapism by comparison. As in the earlier film, Holofcener has assembled a gifted ensemble of actors, led by Catherine Keener. Adding their considerable talents are Brenda Blethyn, Jake Gyllenhaal, and James LeGros. Holofcener has also cast a refreshingly naturalistic child actor, Raven Goodwin, as the adopted young daughter, the troubled Annie. As exemplified by her character, Holofcener is exploring more wide-ranging themes here than the enjoyable navel-gazing of her debut. Delving boldly and uncompromisingly into issues of race and body image, Holofcener manages to find the mordant humor in a lot of unpleasant situations. Michelle isn't nearly as self-aware or likeable as the character Keener played in Walking and Talking. She's an edgy, sarcastic, self-involved oddball, and manages to undergo a little growth over the course of the film. Highlights of Lovely & Amazing include a memorably creepy, sad, and funny scene in which the self-critical Elizabeth (Emily Mortimer) stands naked before Kevin McCabe (Dermot Mulroney), a successful actor whom she barely knows, and demands that he give her a completely honest critique of her body. There's the moment when Annie expresses her wish to "tear off" her skin, in order to be more like her adoptive mother. There's an acute honesty to these and other, similar scenes which many will find off-putting. The dysfunctional Marks family does grow a little closer as the film progresses, and the film's honesty, humor, and engaging performances make the uncomfortable subject matter easier to bear.