Given the supremacy of winners in the popular culture of baby boomers, a comedy-drama embracing the generation's losers and underachievers seems a potentially rich idea. But while "Second Best" is mildly engaging thanks largely to an appealingly self-effacing turn from Joe Pantoliano, writer-director Eric Weber's script could have used an extra polish or two.

A correction was made to this review on Jan. 30, 2004.

Given the supremacy of winners in the popular culture of baby boomers, a comedy-drama embracing the generation’s losers and underachievers seems a potentially rich idea. But while “Second Best” is mildly engaging thanks largely to an appealingly self-effacing turn from Joe Pantoliano, writer-director Eric Weber’s script could have used an extra polish or two. Lifeless visuals also hold back the mini DV feature, but the low-key bite of its humor should play well on cable.

Weighing envy of success against acceptance of being a perpetual runner-up, the film centers on a group of New Jersey friends led by Elliot (Pantoliano). Having lost his job as an editor with a New York publishing house, as well as Paula (Polly Draper), the ex-wife he still loves, Elliot has settled into a complacent rut. He runs a Web site that fields emails from the similarly downcast all over the country, and gets together for weekly dinners with his friends, who swap stories of loss and failure. Elliot also writes essays on the subject, but lacks the courage to submit them to a publisher.

The return to town of the group’s longtime friend and hot-shot Hollywood producer Richard (Boyd Gaines) serves as a sorry reminder of their unsatisfying lot in life. It also gives them a brief taste of greener pastures when Richard provides access to a primo golf club that represents paradise after the low-rent municipal course where they usually tee off.

But Richard’s homecoming also brings a glimmer of hope for Elliot, who has submitted a screenplay to his friend for consideration. A short-lived shot of romantic action with married Carole (Jennifer Tilly) also boosts his depleted spirits. Ugly truths emerge during Richard’s visit, and Elliot’s wallowing self-pity is thrown back in his face. But when his old friend comes through with a project offer, Elliot is forced to make an honest examination of his ambitions and reassess his life.

Weber’s script is too talky and the guys’ kvetch sessions wear thin. But while the film is lazily directed, it strikes an agreeable balance of wry humor and the soulful observation of lives lived in the shadow of everyone else’s achievements.

Suppressing the manic energy that fired his character on “The Sopranos,” Pantoliano delivers the occasionally witty dialogue with world-weary disdain and finds dignity in a man largely running on empty. Tilly plays her standard brassy ditz, a turn that’s growing a little tired. But the cast generally is likable, particularly Draper as the wife who continues to indulge Elliot despite having outgrown him, Barbara Barrie as his understanding mother, and Bronson Pinchot as one of the livelier sparks of the deadbeat band of buddies.

Second Best

Production

A Tenafly Film Co. presentation of a Keep Your Head production. Produced by Callum Greene, Anthony G. Katagas, Joe Pantoliano. Executive producer, Paul Mayersohn. Directed, written by Eric Weber.

Crew

Camera (color, mini DV), Chris Norr; editor, Craig Cobb; music, Tom O'Brien, Nathan Wilson, John Leccese, Joe Weber; production designer, John Nyomarky; art director, Mila Khalevich; set decorator, Ethan Tobman; costume designer, Kitty Boots; sound, Eric Offin; sound designer, Antonio L. Arroyo; associate producer, Doug Torres; assistant director, Curtis Smith; casting, Lina Todd. Reviewed at Sundance Film Festival (American Spectrum), Jan. 16, 2004. Running time: 86 MIN.

With

Elliot - Joe Pantoliano Richard - Boyd Gaines Carole - Jennifer Tilly Marshall - Peter Gerety Doc Klingenstein - Bronson Pinchot Gerald - Matthew Arkin Paula - Polly Draper Dorothea - Barbara Barrie Danny - James Ryan Allison - Paulina Porizkova Alana - Patricia Hearst Tiffany - Fiona Gallagher
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