The Flickers: Beautiful Girls

Beautiful Girls (1996)

Starring Matt Dillon, Timothy Hutton, Michael Rapaport, Uma Thurman, Noah Emmerich, Natalie Portman, Lauren Holly, Annabeth Gish, Mira Sorvino, Rosie O’Donnell, Max Perlich, Martha Plimpton, Pruitt Taylor Vince, Ann Bobby, David Arquette, Sam Robards and Richard Bright. Directed by Ted Demme. From Miramax Films.

Al images © Miramax

Willie Conway (Hutton) tinkles the ivories in a New York piano bar. At closing time one night, he counts his singles and buys a bus ticket home to Knight’s Ridge, Massachusetts to attend his high school reunion. As Willie boards a Greyhound in NYC, Knight’s Ridge suffers the first storm of the season and Tommy (Dillon) and Kevin (Perlich) are plowing the driveway of pretty Darian Smalls (Holly), a married woman who used to date Tommy when he was the legend, “Birdman”, in high school. Lately, Tommy and Darian have been renewing their ardour to the chagrin of Tommy’s friends – and his girlfriend, Sharon (Sorvino).

Tommy (Dillon) and Darian (Holly) aren’t fooling anyone.

After clearing the roads, Tommy and Kevin meet their co-worker, Paul (Rapaport) at the River Oasis Café. Paul is stressing because he can’t raise his erstwhile girlfriend, Jan (Plimpton) on the phone. Jan, it seems, is taking their break seriously and is seeing another guy. Paul is upset and uses his plow to push snow up against Jan’s garage door.

Paul’s handling things well.

Willie finally arrives in town and is picked up by Michael, called “Mo” (Emmerich), the only married member of the gang. Mo drops Willie off at his childhood home where his widowed father (Bright) and brother (Arquette) still live. A gloom has descended on the Conway home since the death of Willie’s mom and Willie is not looking forward to his return. After an awkward reunion with his father – who now haunts these rooms like a ghost – Paul picks up Willie and the two catch up with Paul espousing the glories of supermodels and lamenting Jan and her “meat-cutter” boyfriend. Later, Paul drops Willie off back at home and Willie meets his neighbour, Marty (Portman), a cute 13-year-old girl. Marty turns out to be a perceptive and intelligent “old soul” and Willie is impressed greatly by her maturity. Paul, meanwhile, goes off the deep end and proposes to Jan while she waits on tables. She refuses him. The boys then meet up at the Johnson Inn.

Willie (Hutton) returns home.
Jan (Plimpton) won’t accept Paul’s (Rapaport) “brown rock”.

Their old pal, Stinky (Vince), has bought the popular inn and serves his old buds free “apps”. The boys get hostile with each other discussing Paul buying a “champagne”-coloured ring for a girl he’s not with and Tommy cheating on Sharon with Darian, causing Sharon to starve herself trying to live up to Tommy’s ideals. While the boys are drinking, Stinky’s gorgeous cousin, Andera (Thurman) shows up, visiting from Ol’ Chi. The guys are smitten all the more when Andera proves to be cool, suggesting whiskey shots and that Willie play the piano. He obliges and the gang joins in singing “Sweet Caroline”.

In a last ditch effort to draw Tommy to her and away from Darian, Sharon throws a surprise birthday party for Tommy but when Darian shows up drunk and flirts with Tommy, Sharon is crushed and leaves. Tommy goes into a funk and skips the reunion; instead he gets beat up by Darian’s husband, Steve (Robards), and his friends. Willie’s girl, Tracy (Gish), shows up to accompany Willie to the reunion but in the end no one gets to go because once the guys hear Tommy has been beat up, they go – lead by murderous Mo – to Steve’s house for retribution.

As Andera drifts in and out of each guy’s orbit, Paul and Kevin go ice fishing, Willie contemplates what Marty will be like when she grows up and everyone begins to see that there is a difference between their perceived ideals and real life.


Beautiful Girls is one of my Top 25 favourite films. It sits on the side of the list populated by films I first experienced as a young man. But it actually happened to me at the tail end of this period, right at my pivot point. The movie was released to theatres on February 9, 1996 and on home video later that year on October 221. I can’t quite recall when I first saw the movie but it was certainly during the winter of 1996-97 when I turned 24 and saw Swingers for the first time, the movie that precipitated my move away from my hometown and lead to my meeting my future wife and reluctantly entering adulthood (read the story here). While I can’t recall the date, I will never forget the night I rented Beautiful Girls on VHS and took it home to Apartment One – I had upgraded from Apartment Zero – and sat by myself and watched it. The movie had a profound effect on me on first viewing. So profound that, when it was done, I promptly rewound it and watched it again, something I had never done before or since. The movie has some hilarious moments but it also has poignancy and a warmly realistic winter vibe.


Scott Rosenberg wrote the script for a hidden gem I love, Things to Do in Denver When You’re Dead (1995) before coming up with the screenplay for the big-budget Con Air (1997). While he was waiting for word that his work had been approved, he retired to his hometown of Needham, Massachusetts and observed the every day life going on around him. Inspired, he knocked out Beautiful Girls in five days. Disney did accept his script for Con Air and Rosenberg went on to write High Fidelity and Gone in 60 Seconds (both 2000) and two sequels to Jumanji. He later created the short-lived TV series October Road which takes place in fictional Knight’s Ridge and inhabits the same “world” as Beautiful Girls.

Director Ted Demme was the nephew of late filmmaker Jonathan Demme, yet another who got his start working for Roger Corman. Jonathan directed Silence of the Lambs and Philadelphia. Ted never go the chance to work on much except for Blow, released five years after our film. Ted Demme died in 2002 while playing in a celebrity basketball game. His heart attack may have been brought on by the cocaine in his system.

Beautiful Girls also has a pretty good soundtrack. Original music is by David A. Stewart of Eurythmics who wrote a new song for the film called “Beautiful Girl” with the unheralded Pete Droge. It is used well in the movie by Pete and his band. And I often say that this movie is “a small-town Swingers” and it’s funny to note that the comparisons extend to video game hockey; it’s played by the characters in both films and in both Jeremy Roenick is mentioned.

This film boasts one of my all-time favourite casts. My main man Matt Dillon will always be Rusty James and Dallas Winston to me. Timothy Hutton never looked cooler than he does in this film. The Oscar-winner is the son of Jim Hutton and I’ve only ever really known him from The Falcon and the Snowman (1985), a film that had an impact on me as a child. A little bit older than the rest of our cast, Tim was an in-demand actor through the 80s and 90s and I saw him in another film I went to the theatre by myself to see just before I left my hometown, the neo-noir City of Industry, also with Harvey Keitel.

Hutton and Dillon.

Michael Rapaport is hilarious as goofball, Paul. He’s forever in my head for this film and for one he made in just his second year of filmmaking, True Romance from 1993. I’ve never much cottoned to Uma Thurman but dang if she wasn’t awesome as The Bride in Tarantino’s Kill Bill films. Not to mention Pulp Fiction (1991). Noah Emmerich is quite good as “Mo”. He was later in a neo-noir I saw in the theatre, Cop Land with Rapaport. I often thought that Noah had really branched out and became a director there are other Emmerichs working in Hollywood. Noah has a brother, Toby, who is a prolific music supervisor and is now an equally prolific film executive at Warners. My confusion stemmed from Roland Emmerich, director of Independence Day (1996), who is not a relation. Jerusalem-born Natalie Portman is charming as 13-year-old Marty; Natalie herself was just 13 at time of filming. Natalie had already appeared in two notable films, Léon: The Professional and Michael Mann’s Heat and would go on to be one of the most successful actresses of her generation. After high-profile turns in Star Wars episodes 1 to 3, she starred in the compelling V for Vendetta (2005) and the equally captivating Black Swan (2010), for which she won the Academy Award.

Portman as a girl named Marty.
Uma as Andera.

Another Pennsylvania native, Lauren Holly may be best known for Dumb and Dumber and for being married to its star, Canadian Jim Carrey. No fool, Lauren, after divorcing Jim she married another Canadian, an investment banker. The two adopted three children and settled down the street from me in the neighbouring town of Oakville. Annabeth Gish is not related to the classic film actresses Lillian and Dorothy but a young Annabeth did write a letter to Lillian who replied with an admonition to stay out of the business. Annabeth had been in Wyatt Earp (1994) and later became prolific on television. Paul’s daughter, Mira Sorvino had, the year before, won a Best Supporting Actress Oscar for Mighty Aphrodite. She has worked regularly since our film though she never again scaled the heights.

After a notable film debut in A League of Their Own (1992), Rosie O’Donnell showed up in a few other films and portrayed the least-sexy Betty Rubble in history before becoming a star on television. She has a funny and profane monologue in Beautiful Girls. Look for Max Perlich “grow up, Mo!” – in Ferris Bueller’s Day Off and Drugstore Cowboy with Dillon. Dude shows up in a lot, actually. I thought maybe Martha Plimpton was related to George Plimpton. They are but very distantly. Plimpton is, however, the daughter of John Carradine. Pruitt Taylor Vince was born in Baton Rouge and was in two films with my man, Mickey Rourke; Angel Heart and Barfly, both 1987 and another great winter movie, Nobody’s Fool (1994). The unheralded Anne Bobby does well as Mo’s wife, the most together member of this troupe and David Arquette has a couple scenes as Willy’s brother. Sam Robards – son of Jason and Lauren Bacall – can be seen in another one of my absolute faves, Bright Lights, Big City (1988). Richard Bright plays Willie’s lost father. Bright was the loyal Corleone family employee Al Neri in all three Godfather films.

Beautiful Girls has become a perennial favourite of mine, one I watch only in winter. It was filmed partly in February and March in Minnesota and so the small town scenes – shot in places like Stillwater where other winter movies Grumpy Old Men and Fargo were filmed – have a quaint, cozy, Anytown, U.S.A. look to them and this lends the movie it’s relatable winter feel. Indeed, winter – like it is in the best winter movies such as Winter A-Go-Go, Valley of the Dolls, and Death Hunt – is not just a setting but part of the plot. To me it also grounds the proceedings and the participants as these characters have long had to deal with inclement weather, even going so far as to plan their careers with it in mind.

Rowland Construction Company

Another appealing element of this film is the camaraderie between the friends. Ted Demme had the cast hang out for weeks before shooting began to establish a rapport and it paid dividends. Their interactions suggest that these people have been together from a young age, they ran together in high school, have a shared lingo – “what’s got him creased?” – and enjoy a comfort level with each other that enables them to really mess with one another, to even become angry with each other, without having it affect their closeness. An example of their shared history can easily be seen in the nicknames. Michael gets “Mo” and even “Mohammad”, Tommy has long been called “Birdman” and everyone refers to Willie as “Willie C”. Or, more accurately, “Willie C!!”

Paul (angry, to Tommy): "You got one broad destroying her marriage, the other one destroying her stomach and you just sit around and watch hockey"
Tommy: "Hey, don't push it, man"
Paul: "Oh, what are you gonna do? What are you gonna do? Beat me up after class? Take my lunch money? This ain't high school anymore, Birdy. The legend's dead"
Kevin: "The legend could still f*** you up, alright?"

The movie concerns itself with arriving at a point in your life where you have to make a decision; to live in the past – to coast – or to forge a future. Willie is on such a precipice. He wants to be a musician but “it’s not happening” and he’s considering becoming a “citizen” and taking a job as a salesman (Mo, to his credit, calls BS on this and encourages Willie to continue to pursue his artistic bent). Willie has been avoiding his childhood home since his mother died. Bad memories, yes, but also the drain of watching his father drift, retreating from the world and his partying brother go listlessly through life “missing that thing. That thing that having a mom gives you” as Marty perceptively notes.

Young Marty has got Willie wired.

Willie contemplates marrying Tracy but he’s unsure. When asked to “rate” Tracy – face, body, personality – for his friends who’ve never met her, he gives her “a good, solid seven-and-a-half” all across the board. He, like his friends, is looking for transcendence, the remarkable and he has not yet decided that he is ready to accept life the way it is and to choose true love and security.

Willie’s interactions with Marty are the most poignant – and perhaps controversially – of the film. When they first meet, Willie’s body language suggests dismissal of this child. Then Marty asks if Willie’s mom is dead and makes discerning observations about his father and brother and Willie is forced to reassess her and he looks at her significantly, regarding her with more respect. She refers to herself as an old soul and that she is. She instinctively knows that Willie has returned to “come to a decision about life”.

Willie confides in Mo. He says that Marty is filled with potential and has her whole future ahead of her. She still has it all to do; she hasn’t yet hit a wall as Willie has. Willie says he could wait for Marty; “in ten years, she’ll be 23. I’ll be 39, it won’t be big deal”. Willie wonders if maybe this is his way of saying he doesn’t want to grow old but Mo corrects him, suggesting Willie doesn’t want to grow up.

Willie confides in Mo after Tommy’s party.

On a sunny day on the frozen lake, Willie hangs in the fishing shack with Paul and Kevin. He sees Marty who’s skating with her friends and goes to talk with her. Willie asks her where her boyfriend is and Marty says she has found someone new; Willie. Marty says Willie shouldn’t marry Tracy, he should wait until he finds someone who excites him. Willie wonders if “she” is really out there. The whole time, it was right in your own back yard, Marty says. “Me and you”. Willie says there is the problem of their ages.

Willie: "What do we do?"
Marty: "Alas, poor Romeo, we can't do diddly. You'll go to the penitentiary, I'll be the laughing stock of the Brownies. But if your feelings for me are true, you'll wait...wait five years. I'll be 18. We can walk through this world together."

Willie, though, knows it cannot be. He says that he is like Winnie the Pooh to her Christopher Robin. He says that she will grow up and forget him. It is touching. I don’t believe that Willie is smitten with Marty in the usual way. Willie just wants to go back, to reset. He wants a do-over; or just to simply arrest time. This is what he sees in Marty. Someone still at the beginning. Someone smart, someone cool, who references Shakespeare and knows the words to “Walk on the Wild Side”.

Symbolically, Willie looks back.

Let’s consider Marty for a second. Poor Marty is trapped. There is a scene later in the movie wherein Willie sees Marty coming home from a night of tobogganing. She has a sad look on her face before she even knows Willie is watching her. All the while he is talking to her and telling her what a great woman she will be, she is on the verge of tears. I don’t feel like she is simply sad because she is too young for Willie; she knows she is too young for Willie. She is sad because she is a mature person trapped in a pre-teen body. She has just been out “playing” with her friends and once again it has proved unfulfilling. She wants more. She is so much more advanced in maturity from her friends that she is left to wait impatiently to grow up. This is something perhaps screenwriter Rosenberg didn’t even intend to depict but this is what I saw and felt.

Marty; in limbo.

The others are going through much the same thing in different ways. Tommy was a legend in high school and he and Darian were a celebrity couple. But Darian got married to someone else and had a kid and Tommy is with Sharon. Dissatisfaction must have arose for both Tommy and Darian and lead them to have an affair, a poorly-kept secret. Sharon diets excessively trying to keep Tommy until she realizes painfully that she cannot compete with a fantasy and with Tommy reliving the glories of high school with Darian. Tommy is another member of the gang looking to create an unrealistic ideal. I’m not the guy I thought I’d be, Tommy says, as if asking where is the grandeur I knew in high school? What happened to all the possibilities, the endless horizons? What is going on?

Paul is in a dream world. His walls are festooned with pictures of models and his dog’s name is Elle Macpherson. He spouts homilies about the perfection of supermodels and lays out the advantages of dating one. At one point, Paul says “A beautiful girl is all-powerful and that is as good as love. That’s as good as love” but he says it like it is a lifeline he is clinging to and a theory that he needs to pound into himself to really believe. Meanwhile, Andera sashays abroad in this group and seems to represent – despite her surface beauty – the depths to which a quality relationship can penetrate. She observes at one point that “you Knight’s Ridge boys take the ladies WAY too seriously”. She talks about the communion two people can enjoy reading the Sunday papers. Ice cold martinis, Van Morrison.

When Willie talked to Mo about Marty he said “I just want something beautiful”. This is something that resonated with me when I saw this film at age 24. I’ve learned little since then but there is one thing I now know. Teenage boys and young men are – like Paul – infatuated with beautiful girls. Society, the media and Madison Avenue have helped to present an unrealistic vision of the “perfect” girl – and guy, for that matter. Young guys are easily attracted to beauty and often disregard other negatives they may see in a person. The idea of having a beautiful girl on your arm or as your girlfriend glistens. Imagine marrying one! For Willie, it’s not just a gorgeous woman he wants but it’s also the casual, alluring life of a musician working in a piano bar in New York City. “I just want something beautiful”, said Willie, to which Mo answered “We all want something beautiful” and his tone of voice suggests a “but” was coming. You see, Mo is married, the father of two kids. He is plant manager of a textile plant. His wife may never be mistaken for a supermodel but she seems perfect for Mo. She loves him, looks after him, understands him and his relationship with his friends and is a more-than-competent “fellow worker in the vineyard”. Sure, we all want something beautiful, he seems to be saying, but that’s not real life. In real life, we discard outward appearances and we prioritize other things. We fall in love with someone for many reasons. Nice appearance, yes. But trying to live on sex alone, as Rosie O’Donnell’s Gina has stated, is gonna get old. More importantly, we look for intelligence and we look for reliability, honesty, integrity. We look for someone who is going to walk with us and help with the dirty work and the heavy lifting. Real life, after all, Mo seems to be saying, is not glamourous. Real life is not “beautiful girls”.

The supermodels may be remarkable. But the type of woman these guys will end up with will likely become remarkable. As a dyed-in-the-wool romantic, I struggled to learn this at a point in my life and this film helped with that. There is a definite, wide-line separation between the daydreams of adolescence, between teenage relationships and dreamy-eyed romance and love and marriage, working at life. A “girlfriend” is one thing. A “wife” is another, something infinitely more. Marriage may not hold a lot of glamour but the good ones promise something deeper. Hot sparks may die, romance may fade a bit but a good marriage to someone you love is much more satisfying. Mo has figured that out and I feel like – by the end of the movie – his friends have come around, too.


  1. “VHS continues to be the favored format for the large number of films released in home video form in 1996”.

2 comments

  1. Excellent, excellent. I had forgotten about this movie, but your post brought it all back. Small town, small town people just trying to get through life. Thank you.

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