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Side #1 --
0. Chapter List
1. To Be A Singer [2:31]
2. Main Titles [5:10]
3. In Another World [3:37]
4. Doris & The Girls [1:59]
5. The Perfect Song [4:06]
6. A Real Songwriter [10:25]
7. Heart And Vision [15:01]
8. The Heartbreak Kid [5:23]
9. Something For Kelly [4:11]
10. Screts [4:48]
11. A Man In Mama's Life [7:01]
12. The Perfect Producer [3:21]
13. God Gives Me Strength [8:52]
14. Malibu 1967 [3:57]
15. The Real Nitty Gritty [16:14]
16. Chapter 16between two worlds [1:29]
17. A Song For Everyone [7:47]
18. End Titles [4:04]
1. The Journey [1:24]
2. The Idea Becomes a Movie [9:07]
3. The Brill Building [10:06]
4. The Music [16:27]
5. Ha! [4:40]
Illeana Douglas delivers a superb performance as Denise Waverly, a fictional singer and songwriter whose life bears more than a passing resemblance to that of real-life pop star Carole King. Edna Buxton, the daughter of a Philadelphia steel tycoon, aspires to a career as a singer, and when against her mother's bidding she sings a sultry version of "Hey There (You With the Stars in Your Eyes)" (instead of Mom's choice, "You'll Never Walk Alone") at a talent contest, she wins a recording contact and moves to New York City. She cuts a record and gains a new stage name, Denise Waverly; however, she soon finds that girl singers are a dime a dozen in the Big Apple and her career as a vocalist goes nowhere. But she has a knack for writing songs, and eccentric producer Joel Milner (John Turturro) asks her to pen some songs for his upcoming projects. Teamed with Howard Caszatt (Eric Stoltz), a hipster songwriter who wants to express his political and social ideals through pop tunes, she finds both a successful collaborator and husband. While her work with Howard gains Denise writing credits on a string of hit records and respect within the industry, their marriage falls apart, and she becomes involved with Jay Phillips (Matt Dillon), the gifted but unstable leader of a popular West Coast surf music combo. Students of pop music history will have a ball with the various characters modeled after real-life rock legends, and the 1960s-style song score includes numbers written by Joni Mitchell and J. Mascis (of the band Dinosaur Jr.), as well as one-time King collaborator Gerry Goffin; a collaboration between Elvis Costello and Burt Bacharach, "God Give Me Strength," led to a full album written by the two great tunesmiths. Mark Deming, All Movie Guide