The filmmakers who invade Vermont are patronizing, condescending and pig-headed...to the locals and to each other. Writer-director David Mamet gets in some good acerbic digs at show business and isn't afraid to make anyone and everyone look the fool. After all, it's only "just a movie" to us--to them, it's brain surgery at a cost. The cast seems to be having a great time, Alec Baldwin in particular. Philip Seymour Hoffman has never been so benign--and thats a good thing (what a nice change to see him relaxed, romantic and clean-cut). The picture isn't a barn-burner, it never crackles or builds comedic momentum like, say, "Tootsie", but it's a flip, funny, unfettered throwaway. **1/2 from ****

Director Walt Price (William H. Macy) finds his new shooting location in Waterford, Vermont with the needed old mill after the previous small New Hampshire town made too many demands. Then he discovers the mill had burned down in 1960. Joseph Turner White (Philip Seymour Hoffman) is adapting his work and is forced to rewrite. His fan Annie Black (Rebecca Pidgeon) owns the local book store. She breaks up with Doug Mackenzie (Clark Gregg) who tries to bring down the production. Claire Wellesley (Sarah Jessica Parker) refuses to go topless for the movie. Leading man Bob Barrenger (Alec Baldwin) chases after local teen Carla (Julia Stiles). Studio producer (David Paymer) comes into town to fix the problems.

Something about every one of these characters annoyed me. First of all, this cast is stacked. In a way, it's too stacked. Even the yokel locals are Hollywood veterans. It doesn't feel natural. Julia Stiles looks too old for what the character is suppose to represent. She does not look underage. She's young and pretty. Unless she's pregnant, there is no real scandal. Philip Seymour Hoffman is a great actor but his character is too naive. His cluelessness seems too artificial. Even worst, he has very little chemistry with the wooden Rebecca Pidgeon. Pidgeon is great at certain things but not as the romantic lead. Sarah Jessica Parker is also great but there is no way the producer would even consider backing down from her. There is a signed contract and they would sue her for the cost of the whole production. The resolution doesn't make sense because Hollywood is not about what happened. It's about showing the boobs. Time and time again, I feel like the story is almost there but it keeps doing something wrong. David Mamet is trying to make a fun romp but I didn't have much fun.

When Hollywood (with all its ruthlessness, immorality, and other R-rated-or-are-they characteristics) comes to an idealistic small town (with its farms, mom-and-pop stores, and other G-rated-or-are-they characteristics),what could possibly go wrong? The answer is, of course, everything. Director Walt Price (William H. Macy) is uptight, while star Bob Barrenger (Alec Baldwin) can't keep his zipper shut in the presence of local teenager Carla (Julia Stiles). Meanwhile, everyone in town wants a piece of the movie's action, and they won't easily be discouraged from getting it.

"State and Main" just might be David Mamet's funniest movie ever. Poking fun at both Tinseltown and the "ideal small town", he creates a story that's as biting as it is zany.

I have a question, though. Charles Durning plays Mayor George Bailey. Was that name a reference to Jimmy Stewart's character in "It's a Wonderful Life"?