In Nicole Holofcener’s 2001 comedy Lovely & Amazing, housewife Michelle Marks (Catherine Keener) absently tells her husband Bill (Clark Gregg) that their friend Donna has been asking her how often they have sex, and that Michelle is too embarrassed to answer, because it’s been so long. Bill tries to cut to the core of why Michelle is telling him this. Does she feel unloved? Is he being inattentive? Or does she just want to have sex “so you can have a good answer for Donna?”

Holofcener’s movies are defined by their talk. Her characters rarely sit quietly with each other; if there’s more than one person in a room, they’re chatting, rapidly and incessantly, and usually without much of a filter. Later in Lovely & Amazing, Michelle gets fed up with Bill nagging her to get a job, and takes a minimum-wage gig at a one-hour-photo place, which she tells Bill about with a defiant smirk. Bill wonders aloud whether she took the job just so he wouldn’t have the upper hand in their arguments anymore. That’s the kind of thing people in real life might think, but not say. In a Holofcener film, characters don’t hold their tongues.

And yet the other hallmark of Holofcener’s work is that the nothing-held-back honesty is directed outward, rarely inward. It’s a defensive mechanism. When Michelle mentions that she and Bill don’t have sex much, and Bill says she’s more concerned with status than intimacy, neither of them has dealt with the real question on the table: Are they satisfied with their sex life?

Lovely & Amazing was Holofcener’s second feature film, coming five years after her arthouse hit Walking And Talking, which also starred Keener as a single New Yorker feeling anxious over the engagement of her best friend (played by Anne Heche). Since Lovely & Amazing, Holofcener has written and directed three features: Friends With Money, a dissection of class distinctions among the not-poor; Please Give, a perfectly pitched comedy about what “charity” means; and last year’s indie hit Enough Said, starring Julia Louis-Dreyfus and James Gandolfini as divorcees trying to decide whether a romantic relationship is worth the trouble at their age. Holofcener’s primary focus is on women, and not exclusively in the context of their relationships with men. But she does have an uncommon feel for how men and women lie to each other by telling the truth.

In Lovely & Amazing, Keener’s Michelle is an artist, struggling to make any money selling her tiny sculpted chairs, while Bill installs high-end stereo systems. They have one school-aged daughter, but Michelle is so used to being a stay-at-home mom that she’s having a hard time transitioning back to a career, and she and Bill have fallen into a pattern where she snipes at him defensively, and he uses her attitude as an excuse to have affairs. Meanwhile, Michelle’s sister Elizabeth (played by Emily Mortimer) is an actress who compensates for her low self-confidence by looking after stray dogs, while her live-in boyfriend Paul (James Le Gros) is a writer who finds the whole image-conscious environment of Hollywood ridiculous. And the Marks gals’ mother Jane (Brenda Blethyn) is hoping to attract a man by having a tummy-tuck, which is confusing her adopted daughter Annie, a pudgy African-American pre-teen who’s going through a phase where she pretends to be dead and talks about wanting to be white, to the irritation of her sisters and mother.

Lovely & Amazing is an episodic film that carefully avoids any big dramatic arcs for its heroines. The major plot-driver is Jane’s cosmetic surgery, which goes awry, forcing her to spend more time in the hospital—thus forcing Michelle and Elizabeth to reshuffle their lives a little to take care of Annie. The sisters go through smaller crises: Annie’s weirdness drives away Lorraine, the mentor from the Big Sister program that Jane had hoped would give her daughter someone of her own ethnicity to look up to. Elizabeth has a shot at playing a big romantic part opposite a movie star, Kevin McCabe (Dermot Mulroney), but loses out because the casting directors don’t find her sexy enough. Then she gets bitten badly on the face by one of her strays. Meanwhile, Michelle carries a flirtation with her teenage co-worker Jordan (Jake Gyllenhaal) too far, and gets arrested for statutory rape.

Michelle’s story conforms to a common Holofcener model: Michelle rides a vibe because it makes her feel good, and it never occurs to her that she might be crossing a line. (She even walks up to Jordan’s house and asks his mom if he’s home, never thinking about how that looks.) It’s the same thing that happens to Julia Louis-Dreyfus’ character in Enough Said, when she starts treating her daughter’s best friend like part of the family, without bothering to consider how that might make the friend’s mother feel. Both of these Holofcener women have made a virtue of being open about what they want, but violate social conventions, casually and insensitively.

There are other connections between Lovely & Amazing and Holofcener’s other films. Both Lovely & Amazing and Enough Said include a scene where a character gets annoyed at how indecisive the customers are being at a fast-food place. (It’s McDonald’s in Lovely & Amazing, and a self-serve frozen-yogurt joint in Enough Said.) And both Enough Said and Lovely & Amazing feature decorative touches in a young girl’s room that reveal a lot about their mothers. In Enough Said, Louis-Dreyfus’ character’s about-to-be-college-aged daughter has a Guinness Book Of World Records on her bookshelf, the kind parents buy perfunctorily from Scholastic Books. In Lovely & Amazing, Michelle’s daughter has a beautiful room full of cool handmade toys and designs, reflecting where Michelle’s energies have been directed for the past several years. Holofcener doesn’t make a big deal about the set design, or about her characters’ food-related pet peeves. It’s all just part of the world she sees, carried over to the screen.

But the main connection between Holofcener’s films is that they’re funny. In all the talk about how inadvertently vicious and self-centered her characters can be, it’s important not to lose sight of how lovably witty they are. Too many modern comedies are damnably shapeless, cut together from hours of improvisation that can be hilarious in five-minute stretches, but exhausting at feature-length. Holofcener’s films are low-key and feel off-the-cuff, but the dialogue is well-honed and precise, and reveals more than just the writer’s cleverness. It’s telling that Michelle would downplay her lack of accomplishment by saying while she’s 36 years old, she’s “not 36 36,” as though she’s assumed her whole generation has been granted more time to figure out where they’re headed. And it’s telling that Jane would cover her bed with so many pretty throw pillows that she can’t sleep on it as-is anymore, because she’s more concerned with appearances than practicality.

In the most famous scene in Lovely & Amazing, Elizabeth has sex with Kevin and then asks him to evaluate her physical attractiveness, while she stands before him, naked. Earlier in the film, Paul complains to Elizabeth that what she really wanted out of a boyfriend was “a girlfriend… someone you can talk about your upper arms with.” (In that same scene, Elizabeth is dissatisfied with Paul’s plan to prove her sexiness: “I can have sex with you.”) But Kevin is willing to play along, and he does what so many other Holofcener characters do: He’s honest about her flabby bits and bushy bits, but in a faux-objective way that omits his personal desire. And for her part, Elizabeth is baring herself, but only to a point. She’s resolutely un-erotic throughout the process, failing to grasp that there’s more to beauty than physical shape.

Holofcener’s characters aren’t terrible people. They’re just flawed, in all-too-common ways, and Holofcener’s gift is the way she can see these patterns of bad behavior—in other people, and probably in herself—and can give them form. In Lovely & Amazing, when Michelle tells Bill that a man flirted with her at the dry cleaner’s and he answers, “You spend too much on dry-cleaning,” it’s a funny line. But it also says all that needs to be said about this couple, and how they talk to each other constantly so they won’t have to really listen.

Tomorrow, our Movie Of The Week Forum grapples with Lovely & Amazing’s take on women’s work, body image, and female relationships, and tries to define “the Holofcener touch.” Then on Thursday, Slate film critic Dana Stevens dissects Holofcener’s approach to the comedy of manners.