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The traditions of old-fashioned melodrama are given a hip facelift in this homage to the Brill Building era (the late 1950s to the early 1970s) of pop-music glory, providing a perfect match between writer-director Allison Anders and her excellent cast. Illeana Douglas plays a singer-songwriter (loosely modeled after Brill recording artist Carole King) whose life runs emotionally parallel to popular music trends. John Turturro is a stand-in for "wall of sound" producer Phil Spector and Matt Dillon is a thinly disguised version of maverick Beach Boy Brian Wilson. It's a bit too schematic in the way the central character is always in the right place at the right time, but as a tale of fame and romantic highs and lows in the '50s and '60s the movie is funny, touching, and sincere. It's a lively and loving tribute to timeless music and the colorful characters who created it. --Jeff Shannon

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