Philadelphia Weekly

What in heaven's name has Meg Ryan done to her face?

An ungentlemanly question, perhaps, but it's also a sadly pertinent one when watching Diane English's stumbling remake of George Cukor's 1939 diva extravaganza The Women. The once-adorable Ryan has for some insane reason artificially inflated her lips to Jolie proportions, and thus spends the entire running time struggling with a severe inability to enunciate vowel sounds without looking like she's doing a bad Mick Jagger impersonation. (Curiously, the Glimmer Twin is listed as one of the film's producers. Is she paying tribute?)

It's frankly difficult to look at Ryan's trout pout for any extended period of time without growing sad, and for a movie to contain as many jokes about plastic surgery as this one does without even the slightest acknowledgment of the obvious makes the gags (some of which are actually pretty good) feel more like thrown stones from a gigantic glass house.

Ryan and Murphy Brown creator Diane English have been working on this update of the Cukor classic since 1994, with every actress from Julia Roberts to Marisa Tomei to Uma Thurman attached at one point or another. Keeping the central gimmick, derived from the original stage play by Clare Booth Luce, The Women contains not a single Y chromosome. It's an all-female cast, right down to the extras. Men are typically the topic of conversation, but we never catch a glimpse of them.

An overly chatty Saks Fifth Avenue manicurist (Debi Mazar) inadvertently spills the beans that well-to-do Ryan's businessman husband has been carrying on an illicit affair with a gold-digger from the perfume counter (Eva Mendes, of the bodacious curves and flat line readings). Annette Bening's beleaguered magazine executive rallies all their gal pals around the cause, a troupe that includes Debra Messing's supernaturally fertile, flighty soccer mom and Jada Pinkett Smith's overenunciating, alcoholic lesbian novelist.

Ryan's rocked by the revelation, wondering what a divorce might do to her already distant daughter (India Ennega) and receives some surprising advice from her mother, played here by English's old Murphy Brown cohort Candice Bergen in the film's most interestingly layered turn.

The shopping sprees, fashion shows and obscene displays of wealth at first might call to mind a recent surprise summer blockbuster based on a certain HBO show. But thankfully The Women has a bit more on its mind than the empty materialism and narcissistic wallows of Sex and the City. (I also never once wished death on any of these characters, which is nice.)

English's screenplay, messy as it may be, hints at the hidden consequences of this moneyed Manhattan high life, including some tougher-than-expected details regarding Ryan's daughter, and a pointed subplot in which Bening attempts to make over a women's glossy magazine into something substantive and empowering in a media climate where that sort of stuff just doesn't sell.

If only English had an inkling of what she was doing behind the camera! Mounted independently on a (relative) shoestring, the first and most obvious mistake was to shoot in Boston and have everybody just pretend it's New York. (The two cities couldn't possibly look less alike.) The framing is crowded and unwieldy, with bad overhead lighting, too much herky-jerky handheld business and excessive shrieking from the supporting cast

The Women is far more successful in less chaotic moments, as when the junkfood-craving Ryan nonchalantly shoves a stick of butter into a bowl of sugar and chomps away.

The performances can be ranked in descending order according to age, which should come as no surprise; in the absence of strong direction, experienced actors usually figure out how to cover themeselves. Old pros like Bergen, Cloris Leachman and Bette Midler steal the show, and there are some solid turns from Bening and Ryan (despite what she's done to herself). Meanwhile, relative newcomers Mendes, Messing and Pinkett Smith embarrassingly mug for the camera.

But despite English's many fumbles, the movie earns points for at least trying to address a few issues beyond man-crazy shopaholic nirvana, and these ladies do, sometimes quite touchingly, look out for one another. All told, I'd rather spend time with these Women than with Carrie Bradshaw and co.