Would-be country singer Miranda Presley (Mathis) arrives in Music City - Nashville, Tennessee - and is soon waitressing, failing auditions and watching other people get the breaks. Her friends include like-minded young hopefuls: Phoenix (in his last completed film), the talented, driven one; Mulroney, sensitive and sweet; and Bullock, nervous and lost. Not a lot happens. But a thoughtful script (by Carol Heikkinen) reminds us that there's more to growing up than fast cars and Tom Cruise: that experience brings sacrifice as well as rewards. Bogdanovich's modest staging is occasionally awkward - his kids still watch John Wayne movies at the drive-in - but there's a convincing sense of what Nashville's like and how country music works. As for the stars, Phoenix is fine in an odd, transitional role, but Mathis (who looks more like his sister than his girlfriend) really steals the show with a bright, sassy performance.