First films are traditionally bursts of energy and ambition, a young filmmaker's chance to crow, "Lookee what I can do!" The low-key assurance of "Judy Berlin" seems more suited to an older filmmaker. If it were from Europe, it might be talked of in the same breath with Claude Sautet or Andri Tichini's studies of the contingencies of middle-aged life. And yet it has none of the bell-jar awkwardness that usually results when American filmmakers try to ape European styles.

Some critics have already compared Mendelsohn to Woody Allen -- he worked on several of Allen's films, this film is in black and white, the characters are Jewish -- but it's a false comparison. When Allen worked in a style similar to the one Mendelsohn uses here (in films like "Crimes and Misdemeanors," "Another Woman," "Interiors"), he barely moved his camera lest it disturb the pristine composition of his shots. The WASP tastefulness was oppressive, the frequent silences dead. Silences punctuate "Judy Berlin," but there isn't one that's not alive with what the characters are leaving unsaid. It takes remarkable empathy for a young filmmaker (Mendelsohn is in his early 30s) to summon up the unforced compassion he shows for middle-aged people who could so easily be regarded as failures. Mendelsohn combines real decency with a love for actors, and at the heart of "Judy Berlin" is a trio of exquisite performances.

As Judy's mother Sue, an elementary-school teacher, Barbara Barrie creates a character so recognizably real that you feel if you were to pull out your old class photos she'd be there standing next to you. Sue is resented by her peers because she treats them the same way she does her students -- with the same praising or admonishing solicitousness. Sue, in her element in the classroom, is helplessly distanced from adults. With just the set of her mouth, Barrie conveys the pain of a woman who can't reconcile her certainty about the way things should be with the disdain it brings her. We've all known someone like Sue, and the brilliance of Barrie's performance is that she lets us see both how Sue irritates people and how she's helpless to be other than who she is.

If you've been lucky enough to see Bob Dishy onstage, you know the joy he's capable of giving an audience. As Arthur Gold, David's father and the principal of the elementary school where Sue teaches, Dishy has the best film role he's ever gotten. (He's had unmemorable appearances in movies like "Brighton Beach Memoirs" and "Don Juan DeMarco.") The slight buoy Arthur receives from the adoration of the people he works with isn't enough to remove the disappointment he carries in the lines under his eyes and on the shoulders of his educator's respectable tweed suit. Dishy has taken on the baggy look of an American Everyman, and this performance is close to an unsentimental definition of the type. The poignancy is that his Arthur can't blame the fates; he's an Everyman burdened by the consciousness of his own shortcomings.

And as Dishy's wife, Alice, Madeline Kahn, in her final film appearance, gives the performance of her life. In Mel Brooks' films, Kahn was the red-hot mama as voluptuous comic whirligig. At first glance, she seemed all dimples and curves and ruffles -- until that operatically trained voice let loose some raucous exclamation and she became the embodiment of dirty-minded farce. (Watch her as the Empress Nympho in "History of the World -- Part I" choosing her escorts for a Roman orgy and turning a string of yeses and nos into a breathlessly lubricious aria.) As Alice, Kahn seems physically smaller, lighter, as if she's retreated into her fancies. She's a flighty Jewish mother as Anton Chekhov might have imagined her.

Alice knows that everything is slipping away from her -- her son, her marriage (the opening scenes where she playfully, but needily, begs for her husband's endearments, are heartbreaking) -- and she tries to hold onto it with a show of loopy good humor. Walking the darkened streets with her maid (the two are pretending to be moon explorers), or exclaiming over the remodeled kitchen of a neighbor she'd cut dead months before, Kahn never allows Alice's desperation to connect to rise to the surface. And yet it's there in every overeager hello, every forced joke, every attempt to conduct life as whimsy. Funny and at times unbearably sad, Kahn's performance is as lovely a swan song as we could ask for. Mendelsohn wrote and directed the character with love. I'm sure he never dreamed that love would be his gift to her memory.

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