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A terrific ensemble cast brings this film to life, which focuses on the difficulties some face in making that final, `mental' leap from adolescence to adulthood, and spend way too many years trying to sort it all out. As one of the characters so tellingly puts it at one point, `I'm not anywhere close to being the man I thought I'd be--' and the denial, that failure to accept the fact that time stands still for no man, and the inability to choose which path to take when you hit that inevitable fork in the road, forms the basis for director Ted Demme's examination of how human nature affects the process of maturating, in `Beautiful Girls,' a drama featuring Timothy Hutton, Matt Dillon and a young Natalie Portman.

Willie Conway (Hutton) is back home in the Midwest for his high school reunion, but more than that, to try and make some decisions about his future. He finds that nothing much has changed-- the town, or his old friends, most of whom seem to be exerting more time and energy attempting to cling to what was, rather than moving on with their lives. Tommy Rowland (Dillon), for instance, the high school `hero,' as it were, now drives a snowplow; for all intents and purposes, his life `peaked' in high school, and he can't seem to get past it. Then there's Paul (Michael Rapaport), who just doesn't seem to want to grow up; after a seven year relationship with Jan (Martha Plimpton), he refuses to make that final commitment-- after all, `What's the rush?'

All of which does nothing to help Willie with his own dilemma; the only words of wisdom he gets from anyone, in fact, come from the precocious thirteen-year-old, Marty (Natalie Portman), who lives next door. But in a couple of days, Tracy (Annabeth Gish), the girl Willie `thinks' he wants to marry, is due to arrive from Chicago, so it's time to move beyond the crossroads; for Willie, it's decision time.

Demme delivers a story that just about everyone in the audience is going to connect with on some level, because everyone's gone through (or will go through) these kinds of things at one time or another. Who hasn't experienced, if only for a moment, that sense of either wanting to stay as they are or going back to what they were, when life was better, or at least simpler. Or more fun. Working from a screenplay by Scott Rosenberg, Demme examines the relationships between this eclectic group of individuals in a way that offers some insights into human nature that will no doubt elicit some reflection on the part of the viewer. It all points up that, no matter what it may look like on the surface, underneath it all we're not so different from one another; we all share that common bond of learning life's lessons one day at a time, albeit in our own particular way, which corresponds to who we are as individuals. And Demme succeeds in telling his story with warmth and humor; by tapping into the humanity at the heart of it all.

The story may focus on Willie, but the film is a true ensemble piece, realized as it is through the sum of it's many and varied parts. It's a talented cast of actors bringing a unique bunch of characters to life that makes this film what it is, beginning with Hutton, who anchors it with his solid portrayal of Willie, a challenging role in that Willie has to be an average guy who is unique in his own right. The same can be said of Dillon's Tommy, in whom traces of Dallas Winston from `The Outsiders' can be found; Tommy is, perhaps, just Dallas a few years later.

Mira Sorvino gives a memorable performance by creating the most sympathetic character in the film, Tommy's girlfriend, Sharon. This is the girl who was never going to be prom queen, and who up until now has lacked the self-confidence necessary to create a positive environment for herself. Lauren Holly, meanwhile, succeeds with her portrayal of Darian Smalls, the absolute opposite of Sharon, a young woman who is probably too positive for her own good and who lives the life of a perpetual prom queen, an individual who-- as another character succinctly puts it-- was `Mean as a snake,' back in the day. Good performances that add a balanced perspective to the film.

There are two performances here that really steal the show, however. The first being that of Michael Rapaport, who as Paul so completely and convincingly captures the very essence of an average Joe with not too much on the ball, no prospects for the future to speak of, but who is, at heart, a good guy. There's humor and pathos in his portrayal, which personifies that particular state of being the film is seeking to depict. Excellent work by Rapaport, and decidedly one of the strengths of the film.

The most memorable performance of all, however, is turned in by Natalie Portman, who at fifteen is playing the thirteen-year-old Marty, the girl mature and wise beyond her years (`I'm an old soul,' as she puts it), with whom Willie forms a kind of bond as she, in her own way, helps him to sort out his feelings and find his focus. Portman's performance here-- some three years before she would forever become Padme Amidala-- exhibits that spark and charismatic screen presence that has served her so well since, in films like `Anywhere But Here,' and `Where the Heart Is.' She has for some time been, and continues to be, one of the finest and most promising young actors in the business.

The cast also includes Noah Emmerich (Mo), Rosie O'Donnell (Gina), Max Perlich (Kev), Uma Thurman (Andrea), Anne Bobby (Sarah) and Pruitt Taylor Vince (Stanley), all of whom help to make `Beautiful Girls' a memorable and satisfying cinematic experience. And that's the magic of the movies. 8/10.

Having gone to my local video shop, wanting to rent either Gladiator or a big-budget blockbuster type film for my 'Girls Night In', I came across this in the Bargain Bin for only £2.99(about $5). I figured either the tape was run down (with it being ex-rental) or the film was crap and nobody ever rented it. However, the prospect of Matt Dillion and Timothy Hutton in the same film made me buy it (although my girlfriends were discouraged!)

So after a marathon evening of Gladiator followed by Being John Malkovich, I popped this in the Video and was enthralled! The acting was great and the story relevant to real-life. Everybody goes through these problems, after all. The chemistry between Willie (Timothy Hutton) and Marty (the wonderful Natalie Portman) was brilliant - even though the subject is considered taboo.

Matt Dillion's little triangle with Mira Sorvino and Lauren Holly is an entertaining sideline and Michael Rapaport provides the comic relief as we watch his crumbling relationship with Martha Plimpton. Rosie O'Donnell is also hilarious as the down-to-earth ready-to-break-your-balls-if-you-step-out-of-line type who is happy to rip the rose coloured glasses from your face whenever she feels its necessary.

There is a real sense of friendship between this all-star cast and that really the defining factor in this film. However, the real stars are Hutton and Portman who are simply brilliant. She has perfected the little vixen role in Leon (aka The Professional) and although the characters of Mathilda and Marty are completely different, there is that little inkling of a girl wanting to be loved by a man in her performance. Hutton handles his role with care - and his Winnie-The-Pooh speech is simply heartbreaking!

Beautiful Girls, notwithstanding its stellar cast, is a cerebral and multi-layered film which represents the emasculation of emotional and experiential films, which are often (and rightfully) vilified, or what might be called "chick flicks". To this end, Beautiful Girls is a veritable "guy flick" and addresses to a more emotional end, some of the same 20-something angst and existentialist related issues faced by men as seen in more obvious (and violent) examples such as Fight Club. This film is a richly textured character story, profiling one man's quest for self understanding and direction by returning to his banal hometown from the big city while at a crossroad in his personal life, and while entering a new epoch in his relationship with an equally banal woman. His amalgam of high school friends remain isolated, almost indentured, to the same working class routine which defined their adolescence, and have little hope of ever moving on, other than in their idle daydreams. His subsequent obsession with the barely pubescent girl next door, Marty,(Portman) is in fact somewhat reminiscent of the dialectic of beauty and decay explored in Thomas Mann's epic "Death in Venice" whereas her youth and perceived way of interpreting the world is enviable, almost infectious. She represents less of a sexual or romantic fixture in his mind than she does a crucible for all things he values and hopes for. And still hopes to be. This film is not for everybody, and some less patient, or intelligent, viewers will no doubt decry it as boring or slow. Indeed the storyline is far from cutting edge, but the real story in this film is the people, the place, and the raw emotion which we can all relate with. This film is an impressionist painting come to life and is perfect philosophical fodder for the introspective type.

My friends accuse me (rather accurately) for being a sap - for liking this 90's chic flick. But they are wrong about this movie. This movie is entertaining and sometimes fluffy, but more importantly it is real and timely. Amongst all the hype of the X-Gen, this movie boiled down our mood (all us kids who are still growing up) in a small town setting where the people were real (except for Rosie, she should have ended up on the editing room floor). The slight plot is less important than the setting and the circumstances. Winter in small town Massachusetts, on the frozen lakes, and the plowed roads and small taverns - on the edge of early mid-life adulthood for yet another lost generation...the movie leaves you with a cold warm snow feeling of hope and sorrow for people in transition, that usually only a classic novel (like those by F. Scott or Hemingway)can give you.

Pianist Willie Conway (Timothy Hutton) is going back home for his high school reunion. He isn't making it and is at a crossroads. He finds himself falling for the 13 year old girl next door Marty (Natalie Portman). Many of his friends who stayed in town are dealing with their own problems with love and unreasonable expectations. Paul Kirkwood (Michael Rapaport) is a child not satisfied with his girlfriend, still chasing for the next girl, and expounding on the virtues of the Beautiful Girls.

There are a lot of memorable scenes. Rosie O'Donnell delivers a diatribe against the illusions of beautiful girls. But it's Natalie Portman who steals the show with a smart old soul. If there's anything, there're too many characters, too many story lines, too many relationships. It dilutes the product. A few less lead characters would be very helpful.

Easily one of the most overlooked movies considering how good it is. There are several ensemble movies out there, but this movie is definitely one of the best ones.

The key word in ensemble cast is obviously "cast". And this movie has a stellar cast. Timothy Hutton, as Willy, is perfectly cast. Yes, this is an ensemble movie, but it sort of hovers around his character and he carries the movie so well. And to play off him, Natalie Portman is tremendous in this movie. Despite being the youngest cast member, she outacts most of the adults in this movie. Her chemistry with Timothy Hutton is amazing.

The other cast members, including Rosie O'Donnell, Michael Rappaport, Uma Thurman, and Matt Dillon are also really good in their respective roles. Rosie O'Donnell delivers a hilarious monologue about the differences between men and women and it should not be missed.

The story is relatively simple... a man going back home to attend his 10 year reunion. But because of the complex characters and their various storys, it becomes much more than just a high school reunion. Its a story about a man finding himself. Its a story about a young girl getting a taste of what love might be, despite it being in an unlikely person. Its a story of a man who has to grow up and let go of the long gone high school glory years. Its a story about relationships, between friends, family and couples. All these tales are interwoven into a heartwarming story.

This movie ranks as one of my all time favorite movies.

Not overly profound, and the conclusion is somewhat incomplete, yet overly neat, all at the same time.

But somehow it works.

A movie really just to sit back and absorb the characters and relationships. A great nostalgia piece, Big Chill-like.

All-star cast, though some weren't stars yet: Matt Dillon, Timothy Hutton, Mira Sorvino, Uma Thurman, Michael Rapaport, Natalie Portman (14 years old at the time), Lauren Holly, Annabeth Gish, Martha Plimpton, Rosie O'Donnell, David Arquette, Noah Emmerich.

Great performances all round.

It is very rare to encounter a film so devoted to character and this is the greatest strength of Beautiful Girls. Each character has their own personal turmoil and lightness which shines through in a film which from start to finish very little movement of plot is actually achieved, but then again it doesn't need to.

Small-town sensibilities and community spirit are intertwined with the notions of enigmatic strangers posing in an almost prophetic manner delivering advice upon the populous. Events such as brutal fighting, unashamed drunkenness and references to sex are handled as items which are not derogatory but necessary in a rites of passage kind of way. Each character develops through the film into better individuals of what they once were but not to such an extent as to impose sickly sweet values on the audience.

Every character is natural and rounded despite some major personality flaws. Timothy Hutton's excellent Willy is at odds with himself over the next stage of growing up, Rappaport plays the goofy yet loveable fool for love, Dillon the lost soul and Emmerich the doting yet somewhat incapable father. But it is in the Beautiful Women themselves where the real essence of the film lies. Uma Thurman is every blonde inch the mysterious and elegant Andera crossing paths with everyone and influencing their lives for the better. Rosie O'Donnell as the brash 'matron' of the group is the perfect foil for Sorvino's insecure personality. The ace of the bunch however is a mesmerising Natalie Portman who even despite being the cast's youngest member is compelling to the point that you can understand Willy's fascination with her character Marty.

For anyone wishing for comfort on a cold winter afternoon there are very few films with such a strong heart, Demme excels himself by never laying on the sentimentality rather poking gingerly at our own innermost feelings, and coming out with a winner.

Unsuccessful New York pianist Timothy Hutton (as Willie Conway) returns to small town Knight's Ridge, Massachusetts. There, Mr. Hutton will attend his high school reunion, and consider both a career change and marriage, to his lawyer girlfriend (Annabeth Gish). Hutton reconnects with childhood buds Matt Dillon (as Tommy "Birdman" Rowland), Michael Rapaport (as Paul Kirkwood), Noah Emmerich (as Michael "Mo" Morris), and Max Perlich (as Kev). Hutton also meets his new neighbor, 13-year-old Natalie Portman (as Marty); and, the two are mutually attracted.

Ted Demme's "Beautiful Girls" is less about the title, and more about four men in the elongated winter of their staggered comings of age. Mr. Emmerich, a father, is the farthest along; and, Mr. Perlich is still a child. The other three men have more interesting stories. The most intriguing is the touchingly written (by Scott Rosenberg) "romance" between Hutton and Ms. Portman. But, the best "story" is the secondary one performed by Mr. Dillon, who must face the fact that he reached his peak of popularity in high school, and will find more happiness being common.

Mr. Rapaport's gives the film's most satisfying performance; it's an even greater achievement, when you consider the stellar cast. It helps that snow-plowing Rapaport seems to be the right age for his part. Like Dillon's "Tommy", Rapaport's character matures; although, instead of realizing the "Beautiful Girl", he favored fantasizing. Rosie O'Donnell's bombastic explanation of the idealized "Penthouse" model is a highlight. The cast may be too star-studded for the film's own good; which is, perhaps, why some of the film's relationships are not entirely convincing. Still, the direction (by Ted Demme), stories (Rosenberg), and several performances, are excellent.

******* Beautiful Girls (1996) Ted Demme ~ Timothy Hutton, Matt Dillon, Michael Rapaport

Update 7/1/11 I still love this movie!! I have to watch it at least once a year and I can't say that about too many movies (I've now seen this more than Star Wars IV). Please allow yourself time to kick back and enjoy a very believable story of Anywhere USA Americana. Below is my original review from many years ago. Thanks

Prior Review--

I love this movie. Too bad Demme is Donne because this is great work. Every single role is believable and not over-acted. Maybe it's my 30 something (now 40 something) mind working but this is a great movie to sit down and enjoy. Nothing blows up and I can't recall a single car chase but if you can allow yourself to get involved with a storyline, this is for you.

You can fall in love with Natalie Portman and I don't know that I've ever seen Rapaport in a better role. There isn't anyone more anti Rosie Odonell than me, but even her role is great. The bad news for friends and family is that I've stolen many lines from this flick because I'm not original enough to come up with my own stuff.

"What's he all creased about"

I would be first in line to purchase a (another) DVD that is Dolby Digital and has some extras. Lastly, don't miss the soundtrack, there is a great blend of feel good music along with some new, cool licks.

Midlife crisis looms the life of a failing musician, forcing him to return to his hometown to find himself. Upon returning, he discovers that he is not alone in this journey for self discovery.

I have to say acting-wise the film was not really that special. Not even the charming Mrs. Portman did deliver noteworthy performances. Even some of the performances comes off a bit stiff. In addition, its typical nineties style cinematography does not give it favor. So boring and forgettable.

Ultimately, Beautiful Girls is a film that is lifted by its well- written script. It is able to be freely and willfully construct a life of a group of men having a hard time taking their impending stature as a family man without really boring or sullen.

Overall, the film is a fine film that does not really offer anything new but is kinda worth your time. Especially if you want a film talking about very emasculating period in your life[3/5]

This movie, made up of a dozen or so rising young stars (at the time anyway) is truly a classic. Lots of witty comedy, little bit of love, some twisted moments, everything you'd want out of a movie. It's neither a guy or a chick flick...kind of a mixture of both. Timothy Hutton was absolutely brilliant. Rosie O'Donell, though I despise her at times, has a brilliant feminist scene in which she puts Hutton and Dillon in their place. Uma Thurman, though a fairly limited role in the movie, is a stunning character, and her role ties the movie completely together, bridging the gap between the feminists and the vulgar men in the movie. A young Natalie Portman gets her career off to a great start as a very cute, very sophisticated 13 year old, who's witty charm is the icing on the cake. This movie is clearly in my top 10 all time...and is a must see!

New York based jazz pianist Willie Conway (Timothy Hutton) heads back to his small hometown of Knights Ridge, Massachusetts for a high school reunion. The trip is as much to go to the reunion and see his old friends - none of whom left Knights Ridge after graduation - as it is to get away from his current life, at which he is at a crossroads both personally and professionally.

This film is a rare thing, it's a very well done man-flick. It follows the exploits of some high school buddies who get together mainly for the school reunion, of which there is only a minute or so featured. The rest of the time is made up of a smorgasbord of events and small happenings and epiphanies for many of the group of friends and their partners.

They seem to be one thing when we first meet them all, but they morph into something else over time, as if they are all growing up in sync with each other. The bedrock of their emotions is their respective partners.

I suppose the film is saying, the grass isn't greener, be aware of what you already have, be aware of who you are, and it's ok to mature into men and make adult decisions. The film is beautifully done and each actor plays their part large or small, making a film that is bigger than the individuals in it.

It hasn't aged with time either. It's still passing on a relevant message in a very nicely filmed way and still evokes emotions from our own lives.

I gave it a solid 7.

(Maybe you should read this after watching the movie. I don't know if reading it before will spoil it for you--I doubt it, in fact, but you never know.)

Being the typical unmarried man, I rented "Beautiful Girls" because of its attractive title. I had no idea it could be so moving or endearing. I may be just getting soft, but it was one of the few films I have thought about for more than 72 hours after I saw it.

Aside from all the sexual content, swearing, etc., the dialogue between Marty (the now beautiful Natalie Portman) and Willie (my favorite actor, Timothy Hutton) is nothing short of astounding. Willie is enchanted and attracted to this little 13-year old girl next door. As they exchange more and more conversation, he realizes her great potential and even dreams about how he might just be able to wait ten years and maybe marry her.

The scene in which Willie discusses his feelings with Mo, his married friend was the turning point of the story. Willie realizes that, even if she had a love-at-first-sight crush on him, she would drift away as she matures; she would find someone closer to her own age, and Willie would become just some silly old man she met when she was young and had a ridiculous, immature attraction to. He realizes that by just being her friend, he will be able to keep her in a much more real way than if he tries to wait for her to be his lover.

But the one scene I will remember forever, the most perfect scene in the entire movie, in which the dialogue seemed neither forced nor over-elongated, was the scene in the ice-skating rink with Marty and Willie. Marty tells Willie all the things he would have liked to hear before his talk with Mo. She would marry him after they waited five years, etc. The association Willie makes with Winnie the Pooh and Christopher Robins is so beautiful it almost made me cry. (Not really, but you get the point). He gives her a good taste of reality, and she seems mature enough to understand.

In a later scene, Willie tells Marty that he would like to continue being a friend, even a mentor to her, and he has total confidence that whatever she does will be amazing.

There are about three other stories intertwined into the movie, but the Portman-Hutton line stands out as the superior.

Overall, a wonderful movie to which they should have given a title that would attract people with the ability to be moved.

P.S. The funniest part of the entire movie is the confused look Willie and Paul exchange after Mo gives unusually-phrased threats to Steven, who beat up their friend. You have to have seen the movie to understand

I like movies like this a lot. "Beautiful Girls" reminded me of an Ed Burns-movie I saw a couple of weeks ago. It was "No Looking Back". Although that movie was fine as well, I liked "Beautiful Girls" more. But this movie definitely had the same style. I love Ted Demme's movies a lot, it's a shame this guy had to die that young. "Blow" is without any doubt my favourite Demme-movie, but this was a charming movie as well. Timothy Hutton and Nathalie Portman were definitely the stars of the show. Portman was brilliant! I loved her in every scene she was in. She was touching and amazing as always.

I read that several people thought "Garden State" could be a remake of this movie, but I can't see why. The story is completely different and the environment also. Like I already said, it definitely reminded me of "No Looking Back". Ed Burns could have made this movie as well.

Mira Sorvino and Uma Thurman delivered as well. Not only are they both very beautiful and attractive women, the can act as well. "Beautiful Girls" is absolutely worth watching. Fine story and great acting. That's why I give this movie a solid seven and a half ;).

7,5/10

Channel surfing on a snowy day last winter, stumbled on this movie with an intriguing name: 'Beautiful Girls.' Found a terrific movie I had somehow missed when it came out. An incredible cast, great characters, sweet, funny, engaging, and good music to boot. I recently saved it on Tivo, and one of its many charms is that like a book you love, you can pick it up at any spot in the story and be engaged for 5-10-30 minutes or an hour, put it down, and pick it up again.

I keep telling my friends to rent it, but I think they are put off by the title –they expect some movie with Mira Sorvino, Uma Thurman, Natalie Portman, Lauren Holly, and Annabeth Gish to be something this movie isn't – an exploitative movie about 'beautiful girls' – when it is in fact a charming movie about how people move through life yet retain a sense of who they are if they can remember where they came from.

"Beautiful Girls" is a slice-of-life formula flick about a bunch of guys and gals with a variety of personalities in a variety of relationship attending a high school reunion in a small New England town in the dead of Winter. As with other films of this ilk, the story wanders around the players as they explore the depth of their relationships and character and otherwise interact for the vicarious enjoyment of the audience. "BG" has a solid cast, a good screenplay, a script which is a little too clever for the characters, and a breakthrough' debut by Portman. Good, even tempered, middle of the road entertainment.

I found this one of those films that just has you saying, "yes! yes! yes!" throughout. All the requisite elements work together so well here, it views almost as a documentary. Art direction, costuming, sets, photography, direction, script, acting, editing - everyone deserved an award. It's as nearly flawless a film as i've seen. Young adults will resonate deeply to its themes, but all adults will find much to savor.

Demme deserves credit for infusing the potentially ho-hum tale of young grads gathering for their small-town high school reunion with a palpable tension that gives every development dramatic interest. Will violence erupt? Will some go to prison? Will lives be ruined? Will lovers truly find each other? How rich with dramatic possibility are the everyday moments of our lives! And how satisfying can be the rewards of just accepting the everyday prizes that come our way.

Although Ted Demme – nephew of Jonathan Demme – has more experience in TV productions - telefilms, teleseries or minis - in Beautiful Girls, which is perhaps not the most appropriate title as it could mislead you to expecting something rather more frivolous, he has managed to put together a memorable film.

Hardly surprising! Getting together really good actors like Matt Dillon, Uma Thurman, Natalie Portman, Timothy Hutton and Mira Sorvino all in the same film, as well as a worthy bunch in the supporting cast, is almost a guarantee in itself. I say `almost' as besides having renowned actors it is essential that the director is also up to the mark. And Ted Demme carries it off rather well in this film.

Natalie Portman's portrayal of a thirteen-year-old curious neighbour is not to be missed at any price! Her part had me remembering Mischa Barton in `Lawn Dogs' (1997)…………

The characterisation is good – very good – and the dialogues are excellent, almost like seeing a live play in a theatre, but with New England snowy scenery thrown in for good measure. And it is the good measure that helps build this film into an all round good result.

The theme is not new: ex school chums come together again some years later with all their foibles to attend a high school reunion, and certain old memories and jealousies spring up. Something similar happens in `Peter's Friends', a very recommendable film if you have not seen it. Ted Demme manages to mix his ingredients rather well, such that the outcome is just about up to the level of the British film.

This is one of those lost film gems that somehow comes in under the radar screen and it takes ten years to find it, but I did. The cast is amazing in name and quality. The story line is sensitive and realistic, without a flaw. The scenes are low-key but classic. The relationships are sweet and painful as in real life. The direction is flawless. Some of the lines are not just memorable but classic. Natalie Portman's performance steals the show, which is hard to do with this cast and these incredible performances: Matt Dillon, Noah Emmerich, Annabeth Gish, Lauren Holly, Timothy Hutton, Rosie O'Donnell, Martha Plimpton, Natalie Portman, Michael Rapaport, Mira Sorvino, Uma Thurman. This is a film classic to see and to own. The last scene and the last lines can be watched over and over, especially for the expression on Rappaport's face. I think I'll go and watch it again now. 10 of 10

Yet another "independent film" about young adults, love, relationships, and all that. It is however better written than many others of it's type. The script has some clever aspects, such as Marty, a 13 year-old girl next door, being the Voice of Wisdom to one of the main characters. Marty is wonderfully played by Natalie Portman, and her time on screen is the highlight of the entire