Tony Shalhoub is a great actor, and like many actors felt the itch to expand his repertoire by directing. He chose Made-Up as his first film, and unlike some of his film roles, this was not a good choice. It is not a great way to start ones directing career, but looking on the bright side, there is nearly nowhere to go but up. Made-Up has an interesting story buried somewhere beneath it, but insists on dawdling when it shouldn't then changing the film into a bad romantic comedy. It is a film about making a film, and the characters constantly worry that their movie is too boring and has no ending. Sad, but true. In Hollywood, there are not enough good roles for older women. It seems like anytime a woman hits thirty (which isn't old at all) their choices dry up. Most movies want hot younger women in leading roles, regardless of if they should be or not. Made-Up isn't really about this, but does touch upon the issue of youth and love.

The main character is Elizabeth (Brooke Adams, The Baby-Sitters Club, The Unborn), an 'older' woman and ex-actress. Her sister Kate (Lynne Adams, Grace of My Heart) wants to make a documentary about making over Elizabeth. Although Elizabeth still looks great, the script insists she could look better. Just look at how fine she when her daughter Sara (Eva Amurri, The Banger Sisters, Anywhere But Here) applies some makeup and a wig? Lynne Adams wrote the screenplay and is the sister of Brooke. Although Elizabeth is loath to admit it, she does look a lot better. Kate arranges a date with Max (Shalhoub, Spy Kids 3D: Game Over, Men in Black II), who owns a restaurant. They have a great time together, but remember, Elizabeth is wearing the wig.

At this point, Kate thinks it is more interesting to turn the documentary into a romantic comedy. Or, the people willing to put up the money think so. It doesn't really matter either way, because Made-Up begins to fall apart. Max is an aspiring actor, and thinks that this may be his big break. Initially, he thinks that Elizabeth in her wig and Elizabeth without it are two different people. Elizabeth hasn't acted in ages and is now getting stage fright, and neither can recreate the sense of chemistry they once had. Adams throws in a couple of lame romances for good measure, and Gary Sinise (The Human Stain, Impostor) shows up, looking embarrassed.

Made-Up is a comedy that is not funny. All attempts by Lynne to produce chuckles fall flat. Instead, things become exasperating as the film within a film takes a turn for the worse. The beginning was much more interesting, although following through on these ideas would mean that it would not be a comedy. The sad part is that Max and Elizabeth are appealing characters, and one wants to see them get together, albeit in a different film. The film was shot on digital, and has more of a feel of an acting exercise than a motion picture. Well, this just means that Shalhoub is getting practice at directing.