by ED SYMKUS & r & & r & & lt;span class= "dropcap " & S & lt;/span & mack in the middle of 1939's The Women, the black and white, ladies-only dramatic comedy suddenly bursts into glorious Technicolor for a fashion show segment that was aimed directly at the (all-female) audience the filmmakers were aiming for. (George Cukor, a man, directed.)

There's a fashion show in this remake, too. But it's at the tail end, and the rest of the film is already in color. One thing that hasn't changed, though, is the business of putting only women in the film. I'm not talking about just the leads -- Meg Ryan, Annette Bening, Debra Messing, Eva Mendes and Jada Pinkett Smith. I mean that even in outdoor crowd shots, I couldn't find any male extras.

This chickest of flicks -- all about shopping and fashion and friendship and messy relationships (there are two phone calls involving men, but neither of them are seen or heard) -- sounds like a direct rip-off of Sex and the City.

I have a confession. I did not see the Sex and the City movie. I watched the TV show three times, to placate my wife, and I found it embarrassingly awful. So I skipped the film, and now I can't compare it to The Women.

Nor do I want to, because I'm convinced that this film would put that one to shame. That said, here's another confession. I like big-budget blast 'em-up movies, epic dramas, far-out science fiction, Westerns, and the Three Stooges. I generally don't cotton to silly girlie movies. And I went to this one, if not kicking and screaming, then at least against my will.

And for the first 30 minutes, I was one unhappy camper, watching Bening overact with both facial expressions and vocal histrionics, checking out Ryan - all gussied up just to do some gardening - seeing and (unfortunately) hearing Debi Mazar shamelessly over-over-acting as a motor-mouthed manicurist. There are more words in this script than in any movie in my recent memory (most of them possibly spoken by Mazar). But then there were also lots of words in the original film and in Clare Boothe Luce's stage play.

But all of my problems with the film were wiped out about a half-hour in. Ryan's character Mary has already been informed, from many different sources, that her ideal 13-year marriage is on the skids and that her husband is having an affair. She goes to see her mom (an outstanding performance from Candace Bergen that mixes hilarity with motherly understanding), and the film just kicks into gear.

It switches from its breezy manner into something very touching, then freely goes roaming around into all sorts of moods while staying mostly light.

When it's revealed that the husband is fooling around with a Saks perfume counter clerk (a steamy and wonderfully despicable Eva Mendes), the film again gets kicked up a notch. Ryan's juicy first encounter with Mendes is part of what makes Ryan the real star of this movie. True, the story centers on her and her midlife dilemma, but she's just fantastic in the part. Onscreen in almost every scene, she is a marvel to watch, as her character's relationships with her daughter (India Ennenga), her close pals, her unseen husband, and even strangers allow Mary to bare her soul.

The weirdest part about watching Ryan is that she hasn't changed in the 25 years we've seen her on the screen. She's as perky (and pretty) as ever, and convincing even when Mary breaks down into some serious sobbing.

The Women is not a perfect film. It runs a tad long, and the ending comes rushing up out of nowhere. But its strengths far outweigh its weaknesses. Cloris Leachman, for example, is sublime as Maggie, the Radar O'Reilly-like housekeeper. Bette Midler, during a great blustery comic cameo, gets told by Ryan not to Bogart a joint. And if you're hip enough to know what that means, you'll enjoy the pop-culture sensibilities of The Women.


Rated PG-13

Directed by Diane English

Starring Meg Ryan, Annette Bening, Eva Mendes, Deborah Messing, Jada Pinkett Smith, Carrie Fisher, Candace Bergen

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