Most of the actors slip right into the Farrellys' mind-set and carry the movie beautifully. Black, who was so lively and outlandish in "High Fidelity," has the right kind of leading-man energy for this particular role, mostly because he's something of a straight guy to Paltrow's beauty, which is used here as a lavish joke.

And she is without a doubt the movie's most winning presence; the whole picture turns on her performance. Audiences are often critical of beautiful women who play "ugly" -- when "Frankie and Johnny" was released, there was a tremendous outcry from people who refused to believe that a woman as beautiful as Michelle Pfeiffer could possibly be believable as a careworn, dateless waitress. (The subtext, a reverse kind of looksism, is that beautiful women can't possibly be unhappy -- and if they are, it's their own damn fault. Humanistic, isn't it?)

Paltrow looks as gorgeous as ever here: Cinematographer Russell Carpenter works some extra magic (and she doesn't need much) to bathe her in a golden glow. In the last portion of the movie she wears a fat suit, and the sight of her in it is as distressing to us as it is, at first, to Hal. This beautiful woman doesn't belong in that misshapen body -- which is, of course, precisely the point.

Even in her earlier scenes, where Paltrow looks like her gorgeous self, she still shows us what it's like to be a person who isn't happy with her body, just in the way she coyly averts her eyes when Hal compliments her or giggles with shyness when she appears in his bedroom in a surprise negligee. Her physical approach to the character is wonderful -- even thin, she puts herself into the body of an overweight person, walking with a slightly heavy, awkward gait.

And yet Paltrow understands that for the most part Rosemary is supremely confident. (She gets one of her best laughs when she's cutting down the aggressively rude Mauricio, taunting him about his Members Only windbreaker; she has no patience for foolishness or cruelty, whether it's leveled against her or anyone else.) Rosemary isn't a woman who allows herself to crumple into a heap of insecurity; that's part of the reason Hal adores her so. Paltrow's performance is lovely not because it makes us feel sorry for the fat girl, but because it makes us see why we shouldn't.

The Farrellys have always been unabashedly romantic filmmakers, but with "Shallow Hal" they put their hearts out there for us like never before. They're funny guys: Their movies are always presented as straightforward goofiness, yet they're often layered with surprising levels of depth and subtlety. "Shallow Hal" may be the best Farrellys movie yet, even though it doesn't live up to the pair's usual level of uproarious, crass comic genius. They're learning, movie by movie, to articulate ideas that are more and more sophisticated, without being oppressively heavy-handed.

You see it here in the way they delicately handle a scene between Hal and a child whose face is badly scarred, and in the way they've written the character of Walt (Rene Kirby), a rich, handsome, charming software mogul who, having been born with spina bifida, walks on all fours. Kirby isn't an actor playing a character with an infirmity; he has spina bifida himself. (The Farrellys met him in a Burlington, Vt., bar when they were making "Me, Myself & Irene.") As Kirby plays him, Walt is, next to Paltrow, the most charismatic character in the movie -- he may even match her.

But to anyone who's been paying close attention to any of the Farrellys' movies -- and their fans are legion -- that won't come as a surprise. I've come to believe that the Farrellys are as popular as they are not because they free our inner ids with their impish gross-outs (although that's part of it), but because they're fearless about confronting weird taboos and irrational anxieties: Their message has always been that even if it takes a bit of work to see people for who they are, it's always worth doing. If you were a beautiful woman hanging out in a bar and a raffishly good-looking guy approached you, walking on all fours, and offered to buy you a drink, what would you do? In the Farrellys' world, you'd accept with a smile -- not out of politeness, but because you couldn't resist. In Peter and Bobby Farrellys' world, good people win, and even the bad ones eventually come around to showing us their better sides. The Farrellys are very naughty filmmakers, but their naughtiness always serves a grander purpose. They're the Jean Renoirs of toilet humor.

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