There's a lovely sequence about a third of the way into Anders' delightful movie which follows a song from conception - the street scene that inspires it - through the writing, to the recording session. This seamlessly edited passage swings like the snappy '60s girl pop it emulates. Like the film as a whole, it works as a musical in its own right, and as history and critique of the pop process. Anders charts the progress of Denise Waverly (the excellent Illeana Douglas), an aspiring singer signed up to write songs at the Brill Building by impresario Joel Millner (outrageously wigged-out Turturro). Denise is tough and smart, but often ill-served by a series of amorous and professional partners: beatnik radical Eric Stoltz, married DJ Bruce Davison, and finally surf sensation Matt Dillon, none of whom allows her to develop her own voice, though they all provide plenty of song material. Loosely inspired by the life of Carole King, this is a light, feminist take on 15 years of pop: hits and Ms, if you will. It begins with a bright, peppy tone, pastiching the nascent rock'n'roll scene with an affectionate smile and perfect pitch - the Larry Klein-produced soundtrack is spot on. But it's not all kitsch nostalgia: the period coincides with great social changes, particularly regarding the role of women, a recurrent Anders theme. Sharp cameos include Patsy Kensit's rival songwriter and Bridget Fonda's teen songbird with a secret love.