It's no coincidence that Nicole Holofcener's "Walking and Talking" looks so much like some of Hal Hartley's early films - they all share the same cinemato-grapher.

Like Hartley, Holofcener - who wrote the screenplay and directed - has tried to make a film featuring ordinary characters in ordinary situations, with slight twists to make things interesting. She succeeds for the most part and only fails with a somewhat weak ending.

"Walking and Talking" follows two women, Amelia (Catherine Keener) and Laura (Anne Heche), whose cripplingly close friendship gets complicated when the latter gets engaged to her live-in boyfriend, Frank (Todd Field, from "Twister").

An emotional wreck, Amelia depends on her cathartic daily talks with Laura, an aspiring therapist, but gets even worse when her best friend suddenly isn't around anymore. When her life really gets miserable - such as when she finds out her beloved cat, Sweet Jeans, has terminal cancer - she turns to her ex-boyfriend, Andrew (Liev Schreiber), an almost lovable jerk who's addicted to phone sex and pornographic films, for support.

She also gets involved with Bill (Kevin Corrigan), a not-very-attractive video-store clerk and horror-film fan who's been asking her out for months and whom she calls "Ugly Guy" behind his back, while Laura experiences doubts about her impending nuptials when she becomes attracted to one of her clients and a coffee-shop-waiter-turned-actor.

The film benefits greatly from its cast, a talented crew that makes some of the more ridiculous moments plausible. Though Field and Heche (who won a Daytime Emmy for her acting on the soap "Another World") are recognizable for their other work, the rest of the actors are virtual unknowns who aren't too glamorous - but in a good way.

Schreiber and Corrigan are very likable as the men in the Amelia's life, but the film is really Keener's. She is charmingly flawed with her slightly crooked teeth and a mole on her chin, and her imperfections really make her insecure character memorable. Hopefully, Hollywood won't pass Keener by because of her looks, because she could be a real find.

What also helps the film is its deft balance of humor and drama. Holofcener, a television writer who has made some short films, has a good ear for dialogue. Laura is "grotesquely in love," Amelia whines to Andrew, while one of Laura's clients tells her he sees devils just so he can get his psychiatric treatment for free.

And in the film's most painfully funny moment, Laura accidentally sabotages Amelia's already awkward relationship by leaving an offending phone message on her answering machine (in which she calls Bill by his nickname and which he hears).

The more humorous moments and the quite decent performances make "Walking and Talking" worthwhile. And though Holof-cener fudges a bit with a contrived and ambiguous ending, the film is still a strong debut for her and many of the actors.

"Walking and Talking" is rated R for profanity, a discreet sex scene, drug use and a frank sexual discussion.