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Take an all-star cast of Gillian Anderson, Ellen Burstyn, Sean Connery, Anthony Edwards, Angelina Jolie, Jay Mohr, Ryan Phillippe, Dennis Quaid, Gena Rowlands, Jon Stewart, and Madeleine Stowe; add terrific character development, a lot of emotion, and a little plot, and you get "Playing by Heart."

Hannah and Paul (Rowlands and Connery) are an aging couple trying to work through challenges new and old. Mark (Mohr) is dying of AIDS, and spends his last week on earth in a Chicago hospital talking to his mother (Burstyn). Hugh (Quaid) gets drunk and tells tragic stories to women in bars. Trendy, philosophical Joan (Jolie) tries to date the reclusive, mysterious Keenan (Phillippe), who refuses to date. Meredith (Anderson) has been "scalded" by so many men that she is afraid to get too close to Trent (Stewart). And Gracie and Roger (Stowe and Edwards) have an affair in an LA hotel; he wants more while she doesn't.

The stories seem independent, and I spent the whole movie wondering how they all intertwine. (They all come together in the last 20 minutes.) Not much plot, but the characters are very well developed, the acting is superb, and life's humor and tragedy is well mixed.

Rated R for language and mature content, but it probably could have gotten away with a PG13.

How did a movie like this ever even get made? "Playing By Heart" has a myriad of notable actors meandering through painfully sluggish dialogue as they define, discuss and detail their individual relationships, ad-nauseum .

Writer-Director Willard Carroll must know where a body is buried in Hollywood, as it is the only explanation for this mess to ever get poured into a motion picture camera. The film jumps between one unrelated story to the other, giving no time for characters or plot to develop. To ensure that the viewer stays completely frustrated, many of the characters develop in directions that are never re-addressed by the film, leading the viewer down several of these meaningless dead-ends. We get to follow Dennis Quaide as he plays out invented characters in a seemingly endless string of bars, all in the name of his acting class. Beware of those who want to pin this film as Sean Connery's best role. Rent "The Untouchables" if you have any doubt. Despite a noble effort by Connery and others, the dialogue and overall sloppy directing will make the viewer hard-pressed to find any real teeth in the characters. "Playing By Heart" is a complete disappointment. It is neither romantic nor insightful. It is plentiful in mediocrity.

Writer/director Willard Carroll, the director of "Playing by Heart", has constructed a multi storied film where different narratives are seen completely without any idea how they are connected until the end. This device has been employed by other directors, notably, Robert Altman. Whereas Mr. Altman interconnects his scenes differently, Mr. Carroll, keeps the stories separate, only to have them come together at the end.

The director was exceptionally lucky in amassing this talented cast to appear in his film. Viewers of all ages will identify with the different stories since they resonate with different age groups. Most comments submitted to IMDb seem to be from young viewers who think the best thing in the movie are Joan and Keenan. While this couple do a good job, there are other good moments involving some of the other couples we see in the film.

Sean Connery and Gena Rowlands make an excellent couple. Angelina Jolie and Ryan Phillippe do also good work in the film. But Madeleine Stowe and Gillian Anderson have more interesting characters. Same could be said about Dennis Quaid, who makes a mark as Hugh, the tormented man who discovers his wife's infidelity. Anthony Edwards, Ellen Burstyn, Jay Mohr, and a surprising Jon Stewart are among the actors seen in minor roles.

The film will delight audiences because the film catches one's imagination from the beginning.

Talking about love is like dancing about architecture," claims Angelina Jolie as Joan in Playing By Heart. An ensemble romance that should at least be notable for bringing together such a large and diverse cast, Playing By Heart is an enjoyable romantic tale of eleven people in Los Angeles whose lives are interconnected.

Sean Connery and Gena Rowlands play the oldest couple. Dealing with old age, Gena discovers that Sean considered having an affair during their 40 years of marriage. Learning to deal with this 25 years later, Rowlands and Connery are very good as a couple going through changes late in life. Connery is as dashing as ever, and him and Rowlands seem they have been together for 40 years. Their story is convincing and refreshing.

Keenan (Ryan Phillippe) and Joan (Angelina Jolie) are the youngest couple, two club kids looking for companionship in a complex world that Connery and Rowlands had never conceived of. Their story is as engaging and believable as that of Hannah and Paul. Jolie is the real star of this movie. No matter how composed she makes Joan out to be, we can always see her insecurities lurking just beneath the surface. Phillippe has little to do but bounce off of Jolie's tour-de-force, but he does it admirably and they make a sexy, believable young couple.

John Stewart and Gillian Anderson are also very good. She is a lonely theater director and he is a lonely architect. They have a natural unforced chemistry that you wouldn't expect from these two very different television personalities. Although their relationship in the script seems ill-conceived, their performances almost make up for it.

Madeline Stowe and Anthony Edwards are the most unappealing and ridiculous couple in the movie. As a couple cheating on their respective spouses, they have secret rendezvous in a hotel room almost every night from what it would seem. We never know the specifics of anything which is amusing at first, but becomes tired by the end of the film, as do the performances of Edwards and Stowe.

Ellen Burstyn and Jay Mohr play a mother and son. Mark is dying of AIDS and his mother rushes to his bedside. Mark and become very close before he dies. Although Burstyn and Mohr are good their story gets little screen time and thus doesn't feel as important as it should be.

Finally, Dennis Quaid is a man who spends his evenings in bars telling fantastical stories to anyone who will listen. Why does he do this? I can't give away the film, but the answer isn't truly satisfying, although Quaid gives a very good performance.

The stories all manage to come together in the end in a way that's clever and satisfying. While not the best movie, Playing By Heart has its heart in the right places and manages to have some keen insights into love and relationships.

Grade:B+

When I checked this one out on IMDb before watching it I was firstly surprised by the cast: how do you get all those well-known actors in a film which seemed very unprepossessing and might be considered a `sleeper', made by a practically unknown director? Apart from a couple of films in the late 80s and a number of films for video with perfectly unappetising titles, Willard Carroll did not seem to be a promise living up to the great cast he assembled for this film.

How wrong can you be! An excellent drama with real life issues is presented in a more live theatre style than the heart-tugging overplayed resources of more banal cinema productions. I mean, what bad luck that such a pretentious over-hyped `American Beauty' (qv) for instance, receives an avalanche of undeserved accolades, while this little gem just passes by, relatively unknown. In `Playing by Heart' you have a natural well played-out series of events without any of the overladen bombastics so frequent in American cinema. Excellent interpretations here – among the best I have seen of Sean Connery, and Gena Rowlands is his perfect counterpart. Full marks for interpretation to Gillian Anderson, Jay Mohr, Dennis Quaid, Ellyn Burstyn just wonderful, as is Madeleine Stowe, and Ryan Phillipe; and it is the first film in which Angelina Jolie is not appearing only to show off her indisputable charms, as she is wont, but to play her first really convincing rôle without flashing unnecessarily her anatomy all over the place.

So, evidently, full marks to Willard for piecing together all these elements to bring out what is indeed a very enjoyable surprise. Most certainly a film to see again. My only quibble is that perhaps the last ten minutes or so did not quite live up to expectations: however I would not say that this factor spoils any of the impressions made during the rest of the film.

My vote is a little higher than the IMDb User Rating.