Don Roos wrote and directed this lively, sometimes poignant, but not especially funny comedy-drama centering around an abortion counselor's secret that she had given birth to her step-brother's baby when she was a teenager and quickly gave it up for adoption. In this role, Lisa Kudrow really excels with the writer-director's dryly observant style: she's loose but not flailing, inquisitive but not harping, apprehensive but not frightened. Kudrow (whose comic timing reminds one of Roseanne's in the early years of her TV sitcom) mixes a look of anxiety, despair, nervousness and anticipation with astonishing skill--even when her character is humiliated (or humiliates herself), Kudrow has a way of keeping all the flightiness grounded in some form of reality. Matching her, Maggie Gyllenhaal and Tom Arnold have some wonderful early scenes; she's a born user and a killer karaoke singer, while he plays the father of the gay 21-year-old drummer whom Gyllenhaal has already seduced and discarded. It's too bad we don't get more of this relationship, and also unfortunate that Roos covers up most of their dialogue with soundtrack music (it's a coupling which happens in montage). Roos plants little subtitles throughout the movie to help sort out who's-who, and this works to some degree (yet it's a relief when the device is momentarily given a rest). Some of the other story threads are dim (a couple of which center on gay men turning their homosexuality on and off like a light-switch), but Kudrow's work and Tom Arnold's natural, easy-going presence keep the film absorbing and often appealing. And nobody sings "Just the Way You Are" like Gyllenhaal. **1/2 from ****