State and Main MPAA Rating: R Entertainment: +2 Content: -2

When film director Walt Price (William H. Macy) brings his movie crew to Waterford, Vermont, the small town real world intersects with the reel world. Under-funded, Walt moves his production of The Old Mill, to Waterford for the towns picturesque watermill, a major consideration for his movie. But Walt unhappily learns the mill was destroyed years ago. Only days from filming, Walt asks novice screenwriter Joe White (Philip Seymour Hoffman) to rewrite, and retitle, the script. But Joe can only write on a manuel typewriter. Fortunately, Annie (Rebecca Pidgeon), the town bookstore owner has several. But rewrites are only the start of Walts problems as his leading man, Bob Barrenger (Alec Baldwin), has an affinity for teenaged girls, like Carla (Julia Stiles), the local diner waitress. And Claire (Jessica Parker), his lead actress, decides she needs more money to do a topless scene. But the production hits a major snag when Bob has a wreck with underage Carla in the car and Joe is the only witness. This offbeat comedy about truth, fiction, and doing the right thing appeals to fans and those interested in behind-the-scenes movie making.

Walt focuses on his goal of making a film and does whatever it takes to reach that goal. In contrast, Joe stuggles with doing the right thing and being honest, both with his writing and court appeaarance. Annie reminds Joe about focusing on themes and core values which helps guide his rewrite. She even tells of her dream to print the town newspaper, with one of the Ten Commandments in its logo - Thou shalt not bear false witness. But what is real in the movie world? Claire wont do a topless scene, but she willing strips to show Joe her gratitude and also appears to do the same for Bob. Teenage Carla isnt as innocent as others think as she flirts with Bob. And even the town lawyer thinks the movie should bring more income to the town. Some foul language is scattered in the dialogue, along with several sexually suggestive scenes. Nudity is implied in a few scenes but only bare backs are shown. Although a lesson in truthfulness is learned, STATE AND MAIN is not the way to go.

Preview Reviewer: Paul Bicking
Distributor: Fine Line Features, 888 7th Ave., 19th Flr., New York, NY 10106