A Natural Woman Of Pop

ANOTHER TRIP INTO THE ROCK-AND-ROLL past. Another pleasant surprise. In Grace of My Heart, Allison Anders charts the romantic and musical odyssey of songwriter-singer Edna Buxton (Illeana Douglas), a Philadelphia heiress who comes to work at the Brill Building in 1958. There, hyperactive producer Joel Millner (John Turturro) changes her name to Denise Waverly, and she churns out doo-wop hits for girl groups. Loosely based on the career of Carole King, ""Grace'' shimmies its way through the musical styles of the '60s as Denise suffers at the hands of a callow husband (Eric Stoltz), gets dumped by a married deejay (Bruce Davison) and lands in Malibu in the psychedelic surfer scene of 1967, married to a paranoid, Brian Wilson-like genius (Matt Dillon). Finally she emerges as a star singer in her own right.

This is not the smoothest trip: the transitions are bumpy, the lip-synching's imperfect and the Malibu third act seems like another movie. But Anders's rough edges are more than offset by the story's contagious vitality. There's great teamwork here--between Douglas and her vulgarian mentor Turturro; in the delightful scene when our heroine and her British collaborator (Patsy Kensit) write a coded love song for a lesbian pop star (Bridget Fonda); in the film's rousing original soundtrack, which daringly pairs '60s and '90s talents (Burt Bacharach and Elvis Costello!). Anders, who faltered after ""Gas Food Lodging,'' has rediscovered her wit--Denise's funky journey to self-discovery is a fresh feminist take on an era that has always been seen through men's eyes. It may not be precision-tooled, but it's triumphantly alive.