This unassuming comedy-drama catches you off guard with its astute observations and detailed characters.

It centres on three sisters: Elizabeth (Mortimer) is a struggling actress, in a difficult relationship with the director (LeGros) of her last film, and attracted to the hunky star (Mulroney) of her new one. Annie (Keener) is a housewife trying to rekindle her artistic ambitions; her frustrated husband (Gregg) is fooling around on the side, while her 17-year-old boss (Gyllenhaal) starts to look rather sexy. And 8-year-old Annie (Goodwin) is coming to terms with her status as a chubby black girl adopted into a neurotic white family. Their mother (Blethyn), meanwhile, is in the midst of complications after a routine liposuction operation.

It sounds like yet another of those annoying and predictable chick flicks, but this is anything but that. It's actually an insightfully written examination of insecurities and relationships--mother-daughter, man-woman, sister-to-sister. The clashes are amazingly realistic, without any of the usual movie histrionics. And there are surprising twists and turns in the plot at every point.

These are real people, underplayed to perfection by an excellent cast. The standouts of course are Keener and Gyllenhaal, whose hilarious relationship takes the most unexpected turn of all. While it all feels a bit gentle and slight, the film brilliantly hones in on the core reason why these people are all so mixed up: There's too much for me to worry about without even thinking what you might be going through.