"...the main purpose of criticism...is not to make its readers agree, nice as that is, but to make them, by whatever orthodox or unorthodox method, think." - John Simon

"The great enemy of clear language is insincerity." - George Orwell

Friday, December 9, 2011

Grace of My Heart

Grace of My Heart (1996) is Allison Anders’ unabashed love letter to three decades of popular music, from the doo-wop era of the late 1950’s, to the rise of girl groups in the 1960’s to the psychedelic era of the 1970’s, all seen through the eyes of a female songwriter cast in the mould of Carole King, among others. Anders’ passion project finally gave a substantial role to character actress Illeana Douglas who, finally freed from the shackles of numerous supporting character roles over the years, delivers a career-defining performance. Despite the pedigree of having Martin Scorsese as executive producer and the likes of John Turturro and Matt Dillon in supporting roles, Grace of My Heart was not a commercial hit, and was quickly eclipsed by another nostalgic look at popular music from the ‘60s that came out the same year – Tom Hanks’ That Thing You Do! (1996), which, incidentally, wasn’t a huge hit either but had much more advertising muscle behind it. For all of its flaws, which include a weak third act, Grace of My Heart is a fascinating look at a time when the craft of writing a good song mattered. It is a film that deserves to be rediscovered.

Edna Buxton (Illeana Douglas) comes from a wealthy suburban Philadelphia family whose mother has her life all figured out – marry a man from another wealthy family and live the rest of her life as an obedient housewife. Let’s not forget that the film begins in 1958 where this was the prevailing attitude. However, a chance encounter with a talented singer by the name of Doris Shelley (Jennifer Leigh Warren) backstage at a local talent contest inspires her to pick a different path in life for herself, one that is not planned by her controlling mother. Edna wins the contest, receives a recording contract and moves to New York City to make it as a singer.

However, Edna finds out that there are all kinds of women who sound just like her and sing the same kinds of songs. A kindly yet condescending engineer (Richard Schiff) tells her that guy groups are where it’s at. Her life changes when she meets Joel Milner (John Turturro), a brilliant record producer who convinces Edna to write songs for others. She figures that this will do until she can record her own material. He also changes her decidedly unglamorous name to the catchier Denise Waverly. They work out of the legendary Brill Building, the headquarters for pop-music during the ’50s and ‘60s and which saw the likes of Burt Bacharach, Neil Diamond, Jerry Leiber and Mike Stoller, Phil Spector and many others write some of the biggest hits at the time.

With Denise’s insistence, Joel records one her songs with a girl group known as the Stylettes and it is a hit, bucking the prevailing trend of popular guy groups. Joel then pairs her up with Howard Caszatt (Eric Stoltz), a Beatnik poseur who injects social issues into the songs he writes with her. I like that Anders shows Denise and Howard writing a song together and we see them coming up with ideas for lyrics and melodies. They soon become romantically involved and get married after she becomes pregnant. After she has the baby, Denise continues to work, quite unusual for the times, but it becomes obvious that she has a real knack for creating hit songs while Howard appears to be holding her back. This causes tension in their personal lives and it’s not long before she catches him in bed with another woman.

The next man in Denise’s life is popular radio disc jockey John Murray (Bruce Davison) who becomes smitten with her and uses his show to promote a controversial song she wrote. He’s a nice enough guy and seems like the one she should be with instead of the pretentious Howard; it’s just too bad that he’s married. During the course of the film, Anders also shows the rivalry between fellow female songwriters, like when Joel brings Cheryl Steed (Patsy Kensit) in to write hit songs and Denise immediately sees her as direct competition. Cheryl even gets a better office then Denise who has been there longer. Cheryl quickly becomes Joel’s new favorite songwriter, much to Denise’s dismay but she puts on a brave face in public.

Joel then decides to team her up with Cheryl as an experiment and the two women are instructed to write a song for bubblegum pop singer Kelly Porter (Bridget Fonda channeling Leslie Gore). Initially, they don’t know what to write about but after being privy to a secret part of Kelly’s personal life they figure it out. Cheryl and Denise bond over the Porter song, become close friends, and generate a hit. After years of writing songs for other people, Joel reminds Denise that she started working for him to create her own music and sets her up with Jay Phillips (Matt Dillon), a brilliant yet temperamental musician from the West Coast, to produce her single. It is at this point that Grace of My Heart shifts from songwriters working in the Brill Building to the experimental West Coast psychedelic scene and some momentum is lost. It may be that Jay and his world is just not as fascinating as Joel and his. It also doesn’t help that John Turturro’s performance is so strong and memorable, while Matt Dillon seems miscast as the mercurial Brian Wilson-esque Jay.

Illeana Douglas is an unconventional choice to play Denise. Her speaking voice doesn’t really match up with the person cast as her singing voice (the fantastic sounding Kristen Vigard) but it is refreshing to see someone who doesn’t look or act like your traditional A-list movie star and it would only happen in an independent film like this one. Douglas makes it work, using her considerable talents to show the different sides of her character – her doubts, fears and aspirations – while also running through the spectrum of emotions. There are scenes where she breaks down completely, is romantic, funny, and really digs deep within herself to fully inhabit Denise. The veteran actress shows a vulnerability that is fascinating to watch, especially the scene where she records her first single, the soulful and soaring “God Give Me Strength” (written by Burt Bacharach and Elvis Costello no less!). This is a criminally underrated performance that should’ve won her every acting award the year it came out.

John Turturro, with his black suit, goatee and sunglasses, plays a nicer, more neurotic version of Phil Spector, the legendary record producer and pioneer of the Wall of Sound production technique, mixed with Don Kirshner, a rock producer who gave Neil Diamond and Carole King their starts. Of all the men that pass in and out of Denise’s life, he is a consistent presence and the voice of reason, constantly reminding her about her considerable talent while never candy-coating his opinions on her music or her life. He plays a flashy personality and one of the film’s pleasures is watching how he plays off of Douglas. There is a wonderful scene between them where Denise apologizes for her first single leading to Joel’s financial ruin but he dismisses that notion, reminding her that she wrote his first hit and many after as well as inspiring him to take chances he would have never done otherwise. It a touching moment between the two characters – one in which we see Joel let his guard down for moment and in doing so it reveals a lot about him. It is so rare that Turturro plays nice, decent guys and so it is a real treat to see him refreshingly cast against type in this film.

In 1994, Allison Anders was gearing up to direct Paul Is Dead from an autobiographical screenplay with Hugh Grant lined up to star. Then, a month before the start of filming, the actor pulled out and with it the financing, which was contingent on his participation. Understandably upset, Anders was woman without a film. In stepped Martin Scorsese who had written a fan letter to Anders after seeing Gas Food Lodging (1992). He was eager to team up his then girlfriend and actress Illeana Douglas with Anders for a film that he would produce. After making Cape Fear (1991), Douglas had acted in but was ultimately cut out of a string of impressive films: Jungle Fever (1991), Husbands and Wives (1992), and Quiz Show (1994). Feeling depressed as a result of these snubs, she talked to Scorsese who recommended she start developing relationships with directors. Douglas went on to make a low-budget film called Grief (1993) and went to the Sundance Film Festival with it. There, she met Anders and they became friends. Afterwards, the two women kept in contact in the hopes of making a film together.

Initially, they wanted to do a biopic about American poet Anne Sexton but couldn’t get the film rights to her life. They were both obsessed with music, in particular Anders with girl groups from the ‘60s. Douglas told her about how she used to work in the Brill Building as an assistant for infamous New York publicist Peggy Segal and that maybe they should do a film about it. As a result, Anders wrote the role of Edna/Denise specifically for Douglas. When it came to writing the screenplay, both women put a lot of personal details into it. For example, Denise’s relationship with Jay was reminiscent of Douglas and Scorsese. When Anders thought of Douglas for the film, she was looking for an actress to “embody all sorts of contradictions. I have to find the right woman to speak to other women.” However, the actress was worried about how women would react to Denise’s habit of getting involved with men who aren’t good for and tended to sidetrack her dream of recording her own album, “because women don’t want to think Edna would let a guy interrupt a career. But that’s the big secret: Women always think that being loved is much more important than being talented.”

The script originally started as the story of one singer/songwriter but then Anders and Douglas started to add aspects of others: Joni Mitchell, Phil Spector and the Beach Boys. Legendary songwriter Gerry Goffin, who was married to Carole King at one time, was brought into write three songs for the film (including one with his daughter and recording artist Louise Goffin) and also gave Anders a lot of autobiographical information, which she incorporated into the script. Instead of using actual songs that came from the time period, Anders decided to have new songs that sounded like they came from that era because “it would have been very confusing to have these fictional characters writing songs that were already well-known to the public.” Originally, Douglas expected to do her own singing, having started out doing musicals, but the studio wanted to make a lucrative record deal and she had to lip-synch to Kirsten Vigard’s voice.

Grace of My Heart is a treasure trove of hidden gems for music fans who are hip to the music and the musicians of the eras it depicts. For example, towards the end of the film Denise uses her skill for crafting pop songs towards creating very personal ballads, much like Carole King did with her top selling record Tapestry, which inspired some of the songs. In her previous films, Anders used alternative rock (Gas Food Lodging) and hip-hop (Mi Vida Loca) as the soundtrack for stories about young women. While Grace of My Heart is about music from a bygone era, she had contemporary indie rockers team up with seasoned veterans. Gerry Goffin, the inspiration for Howard Caszatt, wrote a song with Los Lobos. Brill Building veteran Carole Bayer Sayer teamed up with Eurythmics guitarist Dave Stewart on a song. Easily the best collaboration on the film’s soundtrack saw Elvis Costello and Burt Bacharach pen the signature song “God Give Me Strength,” which went on to become more successful than the film itself.

Grace of My Heart was made on a small budget and there wasn’t much money to advertise it. The film opened in only 39 theaters in North America and failed to make back its $5 million budget. To make matters worse, it was quickly overshadowed by Tom Hanks’ That Thing You Do!, which came out shortly after. It received mostly mixed reviews with critics praising the time spent on the Brill Building era but criticizing the last third where Denise moves out to the West Coast to be with Jay. Entertainment Weekly gave the film a “B” rating and Owen Gleiberman wrote, “Once Grace of My Heart leaves the Brill Building, the movie gets stranded in a parade of '60s clichés. It turns into the most banal of melodramas, complete with a ''tragic'' finale that plays as borderline kitsch. Still, there's no denying Anders' talent. She should have been content to make a catchy single and not stretched it into an overblown rock opera.” The Globe and Mail’s Rick Groen gave the film two-and-a-half stars out of four and wrote, “In its embracing of easy melodrama, of the wronged woman who endures and then prevails, Grace Of My Heart hopes to emulate the elegant simplicity of the pop music it celebrates. But that combination, as potent as it is rare, is hard to bring off – like her hired melody-makers, Anders gets the simplicity yet misses the elegance. All the trite notes are there, but none of the redeeming grace.” In her review for The New York Times, Janet Maslin wrote, “Ms. Anders, who displayed such effortless, down-to-earth feminism in Gas Food Lodging, has to strain harder to make a heroine out of Denise. Ms. Douglas plays her eagerly, but the film casts her as an old-fashioned victim in many clichéd ways … This story offers so little novelty that the film's musical score and great retro costumes easily upstage its drama.”

The San Francisco Chronicle’s Edward Guthman wrote, “Anders is very good to her actors and writes smart, well-rounded characters. Her problem is loving them too much, embracing them too tightly and not knowing when to let go.” Roger Ebert gave the film two-and-a-half stars out four and wrote, “I would have preferred a more limited story that went deeper, instead of a docudrama that covers so much ground, so relentlessly, that we grow weary.” The Washington Post’s Richard Harrington wrote, “One major problem is that Grace of My Heart feels like a preview reel from some upcoming miniseries. Despite its two hours, events seem to unfold too quickly and in too little depth. Anders never really captures the communal bustle, competitive friendships or astounding productivity of the Brill Building's golden age.” In his review for the Los Angeles Times, Jack Mathews wrote, “Grace marvelously re-creates that atmosphere of sweatshop creativity, both the pressure and the joy, and Douglas' portrayal of a woman fighting for her own identity and a piece of the action gives the story a solid emotional footing.” USA Today gave the film three out of four stars and Susan Wloszczyna wrote, “Allison Anders (Gas Food Lodging) infuses her epic with joy and a keen eye for pre-feminist details, before the pill and pantyhose set us free.”

Ultimately, Grace of My Heart is the story of a survivor. Denise endures all kinds of ups and downs in her personal and professional life with music as the constant thread that runs throughout. It is always there for her whereas the men in her life come and go. Her personal journey propels the film and when it hits a lull this mirrors the lull in her life until someone like Joel comes along and gets her going and the film’s narrative starts up again. By the end of the film you really feel like you’ve been on a journey with this character. Denise channels all of her life experiences into her music and so it makes sense that the film climaxes with her finally recording and releasing the full-length album she had always wanted to do. It is rare when you see a film that is such a labor of love as this one. Anders and Douglas poured so much of themselves into this project and it shows. Grace of My Heart may strain at times under its own ambition but one has to admire its desire to do so in a day and age where so many films and filmmakers play it safe.


Dawes, Amy. “Director Sings Praises of Film Collaborators.” Tampa Tribune. September 17, 1996.

O’Neal, Sean. “Random Roles: Illeana Douglas.” A.V. Club. February 9, 2009.

O’Neal, Sean. “Random Roles: John Turturro.” A.V. Club. June 28, 2011.

Powers, Ann. “Paying Tribute to the Music That Never Died.” The New York Times. September 22, 1996.

Pryor, Kelli. “Her Crazy Life.” Entertainment Weekly. July 22, 1994.

Salem, Rob. “Illeana Douglas Grew Into Roles as Musical Tale Rocked On and On.” Toronto Star. September 13, 1996.

Smith, Chris. “Illeana Douglas.” US Weekly. October 1996.


  1. Oh, this sounds great. I have to check this out, J.D. Thanks for the excellent review, my friend.

  2. Thanks, le0pard13. I think you will dig this film a lot. It is a great trip down the history of pop music.