Enough Said: When Tony Met Elaine

Nicole Holofcener's clever comedy of errors features the late James Gandolfini in a tender, funny performance

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Lacey Terrell / Fox Searchlight

Discussing her new boyfriend with her new client, masseuse Eva (Julia Louis-Dreyfus) says he’s “kind of flabby and middle-aged.” But that’s not a bad thing, she adds, because that describes her as well and “our middle-agedness is comforting and sexy to me.” It’s one of many lovely moments in writer-director Nicole Holofcener’s Enough Said, a wry and moving look at a time in life that tends to get short shrift in U.S. cinema. Eva is divorced, with a child soon heading off to college—just like her new client, a poet named Marianne (Catherine Keener). The joke of this clever comedy of errors is that Marianne’s ex-husband Albert (James Gandolfini, in his next-to-last movie role)—a man whose every fault Marianne is still dwelling on four years after their split—is Eva’s flabby new boyfriend.

As Eva waxes eloquent about overlooking faults, a necessity of dating in middle age, she is not yet aware of the connection between Marianne, whom she is attracted to in that way women are attracted to what they see as better versions of themselves, and Albert, whom she is attracted to in that way that might actually help her become a better version of herself. The coincidence in the various meetings seems believable; the movie is set in those parts of Los Angeles where the indulgent tend to book weekly massage appointments and former spouses seem to lurk around the corner of every Spanish-style home.

(MORE: TIME’s 10 Questions With Julia Louis-Dreyfus)

Holofcener is steadily working her way through a catalog of human failings. In her last feature film, 2010’s Please Give, she took on the topic of guilt: a woman (her muse Keener) struggled to reconcile her feelings about the needs of the homeless with her family’s need (or lack thereof) of a bigger apartment. Friends With Money scrutinized envy, Lovely and Amazing insecurity, Walking and Talking immaturity. Now comes Enough Said with its emphasis on the poisonous power of the judgmental, a theme strong and intriguing enough to eventually trump the weirdness of seeing Elaine Benes in bed with Tony Soprano. (The shackles of TV fame are hard to escape.)

Eva isn’t sure about Albert at first. There’s the weight thing, at least initially—every mention of which is wrenchingly poignant in light of Gandolfini’s sudden death this summer from a heart attack—but she’s also conflicted about whether this bald guy with the beard and battered nose is really her type. We’re not sure of her either; as she brushes off his first attempt at a good-night kiss or fawns over Marianne’s house (“Everything is so pretty. Can I live here?”) she creates an impression of superficiality. But Eva grows more endearing as she hangs out with her best friend Sarah (the marvelous Toni Collette, using her own Aussie accent for a change), her daughter Ellen and her daughter’s needy best friend Chloe (the teenage wunderkind, fashion blogger and Rookie founder Tavi Gevinson, who reminded me of a very young Michelle Williams). And naturally, as she falls for Albert.

My favorite moment in this film bursts with weary truth. Eva and Albert are lying in each other’s arms after having sex for the first time—it’s better than Eva expected—and joking about having kept their eyes closed. Then there’s a second of silence as they cuddle. “Oh God,” Eva says. “I’m tired of being funny.” Gandolfini’s tender delivery on his next line (“Me too”) is soft and sweet in that distinctive way of his and, if you loved the guy as an actor, devastating.

Honestly, I can’t separate my strong emotional reaction to Enough Said from my sadness at his passing; would I have shed those tears if Gandolfini were alive to celebrate his 52nd birthday, which happens to be the release date of the film? Likely not. While Enough Said is more knowing and deep than most romantic comedies, it’s particularly resonant mainly because of Gandolfini’s vivid and bittersweet presence. But that’s not to understate Louis-Dreyfus’ performance. She brings to her portrayal of Eva some Benes-esque quirks (and some of the flippancy that makes her so fantastically funny as Selina Meyer in Veep), but also reveals an unexpected vulnerability. When Eva finally figures out that the guy Marianne has been trashing is the person she hopes may be her (out-of-shape) Mr. Right, she reverts to being small-minded. Marianne is the kind of pompous bitch who name-drops Joni Mitchell and dubs Albert—who is gainfully employed, loyal to a fault and actually interested in a woman his age—a loser, yet Eva still listens to her. In one scene, Marianne grouses about how Albert only knows how to make one dish, an eggplant pasta. In the next scene, he serves it to Eva. It’s delicious, but can she enjoy it? We see her struggling to trust herself instead of her grown-up mean-girl friend.

There’s an element of fantasy to all this sharing of inside information. On Eva and Albert’s first date, she jokes to him, after asking how long he has been divorced, about wanting his ex-wife’s phone number. “Can you imagine the time it would save?” she says. Most people have probably thought, as Eva does, how handy it would be to debrief an ex before making the leap into a new relationship. The tricky business lies in knowing how to process that information. And are you entitled to this window into a lover’s past? Holofcener makes it clear where she stands on this issue: be careful of what you wish for, because the cost may be steep.

MORE: TIME’s Review of Please Give

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