By Chuck Stephens

Eva Amurri and director Tony Shalhoub. Photo by Richard E. Aaron.

IF IT WEREN’T FOR the blustery February winds that had just begun to stir the treetops in Hancock Park or the dozens of cables running down the front hall, you’d be tempted to believe that an informal Thanksgiving dinner was in full swing over at Brooke and Tony’s house. The dining-room table teems with food, more than enough to feed the healthy assortment of family and friends spread out through the spacious first floor of the couple’s large, rambling Craftsman, and teenaged kids are jumping on a trampoline in the side yard, cutting the darkness of the early evening with peals of winded laughter.

Hancock Park – a large, lush residential neighborhood just south of Hollywood – was L.A.’s original Beverly Hills. Today this still financially exclusive community, where enormous houses are nestled tightly together along wide, tree-lined streets, remains prime real estate for folks from the film business more interested in hardwood floors and plenty of room for their kids than a view of the smog from some fashionably cramped crevice in the Hollywood Hills. These are homes, not houses, and it's a distinction that Brooke Adams and Tony Shalhoub -– spouses, actors, longtime homemakers and first-time digital filmmakers – never let you forget: "Just wander around and have look," says Adams with a welcoming smile. "Grab some dinner and take a look around the house. Tony’s in the living room with the kids shooting the E.P.K. for the movie, but he’ll be done in a minute."

"Electronic press kit," that is, and Thanksgiving dinner this isn’t. Tonight Adams and Shalhoub’s home is doing double duty as one of the sets for Made Up, a comedy about good looks, bad makeovers, intrusive filmmakers and extended families that will mark Shalhoub’s directing debut. Video monitors and lighting gear line hallways hung with eccentric artwork, and if you follow the scampering, diaper-clad toddler and the family dog into the kitchen, the first thing that catches your eye is the intricately inlayed floor, a complex checkerboard of wooden "tiles," some of them painted fire-engine red, that stretch beyond the cooking area and into a breakfast nook where, quietly chatting, sit a couple of Brooke and Tony’s oldest friends – Susan Sarandon and Gary Sinise.

Tony Shalhoub – a veteran stage, television and film actor perhaps most fondly remembered as the volatile chef in Campbell Scott and Stanley Tucci’s Big Night – is, like almost everyone and everything in the project, working double-time to get Made Up in the can: directing, co-starring and making sure his kids don’t stumble over a lighting cord. The whole thing is very much a family affair: top-billed Brooke’s sister, Lynne Adams, is Made Up’s producer and co-star, and she wrote – or rather, expanded – the film from her own one-woman theater piece, Two-Faced, which Tony produced and Brooke directed in L.A. nearly a decade ago. "We were originally set to make a very different version of this movie five years ago, on a budget of about $5 million," recalls the Boston-based Adams. "Everything’s changed now [the film’s being shot in PAL DV for about $250,000], but I feel much better about doing it this way. I like keeping it all in the family."

"It is like a big home movie," agrees Michael Matzdorff, Made Up’s editor and Shalhoub’s nephew. "Tony and I are going to cut the film in my apartment on my G3 laptop using Final Cut Pro. I’m even planning on producing the titles on the computer, so hopefully we won’t have to go ‘out of house’ for much of anything." (A few weeks later, with a close-to-final cut assembled, Shalhoub and Matzdorff realize that the film will need some expensive ADR work, nearly doubling the film’s budget. "But that’s still nothing," Shalhoub points out, "compared to Big Night, which cost $4.5 million, and we thought that was cheap.")

A satire about vanity and video, Made Up is largely about the relationship between Elizabeth (Brooke’s character), an ex-actress turned homemaker long since separated from husband and well-known novelist Duncan (Gary Sinise), and her teenaged daughter, Sarah (Eva Amurri, Susan Sarandon’s 15-year-old daughter). Elizabeth is worried that Sarah, who dreams of becoming a cosmetologist, is developing anorexia and that her daughter's obsession with appearance has something to do with her father’s relationship with his younger and quite fetching girlfriend, a video artist named Molly (played by newcomer Light Eternity). Sarah is convinced that a make over would restore her mother’s faded self-esteem, and Elizabeth reluctantly agrees to try it if Sara will in turn agree to see a therapist about her eating disorder.

Watching all this from the sidelines is Elizabeth’s sister Kate (Lynne Adams), whose initially casual enrollment in videomaking class inspires her to document – and secretly "direct" – the sequence of events that unfold. "The idea is that there won’t be a shot in the film that isn’t ‘justified’ by one of the character’s cameras," Shalhoub explains. "Lynne’s character, Kate, brings this whole video crew into her sister’s life because she thinks she’s found a situation that she can turn into a documentary about America’s obsession with beauty and aging. She does basically what we’re doing here: bringing cameras into our own houses and turning everything upside down. But I don’t think we could have made this movie any other way," Shalhoub concludes, "or that I would have ended up directing a film this soon under other circumstances, even though it’s something I’ve wanted to do for a while. And when somebody on this show asks me a question like ‘What’s my motivation?,’ I tell them the same thing I tell my kids: ‘To shut up and respect your elders’."