What happens between best friends when one decides to marry? How about when one falls in love with the guy behind the video store counter? In "Walking and Talking," writer-director Nicole Holofcener explores with intelligence and refreshing humor the challenges faced by two best friends on the cusp of settling into careers and set lifestyles. With honest, intimate performances and a fine supporting cast, the film simply clicks, without becoming sentimental or trite.

Friends since childhood, Amelia (Catherine Keener) and Laura (Anne Heche) have succeeded in staying close friends, still confiding in each other, calling one another several times a day.

But Laura's pending engagement to charming-and-funny Frank (Todd Field) introduces the straightforward complication of how to continue such a close friendship. Timing couldn't have been worse, as Amelia has become involved with the guy at the video store, who looks like someone who'd find poetry in horror movie make up (and, in fact, is). Amelia remains depressed and annoyed about being depressed, while Laura sits on top of the world-something has to give.

Fortunately, it's not the acting, or the directing, or even the script, as Holofcener and her strong cast give a flowing, excellent treatment of material that in other hands might turn to life-in-the-nineties mush for the brain. You won't find here a goofy, artificial circle of friends steeped in pop-culture, who spout nihilistic aphorisms or slacker meditations on life. Laura and Frank get angry, make up, and get angry again over petty things: it is awkward, it doesn't make sense, and, usually, it stays that way, thanks to Holofcener's careful eye.

Amelia faces her own problems, going through familiar phases with Bill the video guy (Kevin Corrigan)-or as she revealingly refers to him, "the ugly guy." To all outward appearances, Bill seems about as desirable as the freak-show films he tries to recommend to Amelia, we are confused and wonder if we should vaguely pity Amelia as she seems to pity herself. But Bill's actually a decent guy with his own feelings, not immune to Amelia's name for him, and, when he senses Amelia's doldrums, he tries to help, however clumsily.

Meanwhile, Amelia's close friend and former lover, Andrew (Liev Schrieber) spends his time in an expensive long distance phone-sex relationship, when he's not shamefacedly renting porn.

His actions are thoroughly loath-some--particularly torturous is one scene where he reluctantly meets his phone pal in person--but he hates himself for doing it all. He's not a malicious or perverted person (he takes a train to Amelia's and Laura's country house when they start receiving obscene phone calls), but merely weak, still treating his discomfort with his Alzheimer's-afflicted father with teenagerly stubbornness.

It's just this sort of ambivalence, as reflected through the layered performances, that make the movie appealingly believable: unlike with many Hollywood productions, we feel more empathy than awe or shock. The film has the uncanny ability to make a snide audience realize they're really groaning at their own actions lit up on screen.

Of course, like anyone with any insight at all into life, Holofcener can't resist making us laugh as well as groan. She skillfully juxtaposes Amelia's and Laura's lives to great effect: Amelia, clearly lonely and with too much time on her hands, babbles into Laura's answering machine about how dirty her kitchen sponge is, while Frank and Laura approach snogging mode.

Funny scenes where Laura, budding therapist, fantasizes about her patient or is duped by a patient into believing he's batty totter towards more traditionally meaningless comedy, but are saved by Laura's honestly not having any confidence in her abilities.

The meaningful, silly details of life are cleverly sprinkled here and there: the black pants that Amelia thinks left Andrew miffed (but which he can't remember); or Amelia's habit of always forgetting to dry clean clothes she's borrowed, no matter how many times Laura reminds her.

Lest anyone start to coo over this little gem of the movie, Holofcener knows enough to drop a barb or two: driving home from the country house with Amelia and Laura, with the touching soundtrack running full speed, Frank loudly asks whether they're going to have to listen to "this vagina music" the whole ride.

Fine performances prevail across the board, with Keener's Amelia deserving special mention. In chronicling the little hops and skips as life moves along, the actors have notably apt timing: Schrieber as Andrew pauses for just the right amount of cautious, heaven-helpme time when Amelia asks if she can question him about why they really broke up.

Of the various contenders for the ephemeral status of true 90's relationship movie, "Walking and Talking" doesn't bother swaggering or making snide social comment: it delivers the goods, with just the right amount of bite. And the movie's beautiful final shot in a lake eloquently reassures us of Holofcener's underlying sincerity. Apply whatever metaphor you want to the summer movie scene--drought, bloated big-budget feast of fast food--the independent gem "Walking and Talking" provides refreshing proof of life beyond planet Hollywood.