September 12, 1996 | Illeana Douglas made an unforgettable impression in her first movie role, but it wasn't her fault. She played the unfortunate young woman in Martin Scorsese's Cape Fear who allowed herself to be sweet-talked into bed by Max Cady, a sadistic psycho with a hidden agenda. You may recall that Robert De Niro played Cady. You may also recall that, in a key scene, De Niro went way beyond merely chewing up the scenery, so that Cady could chew on a helpless victim's face. Douglas was the one who got bitten.

The violence was gratuitously and inexcusably graphic, worse than anything that Scorsese showed us in GoodFellas or Casino. And yet, as ugly as the scene was, it nevertheless launched a career.

In subsequent roles -- a horror-movie screenwriter in Search and Destroy, a production-office secretary in Grief and, best of all, a vengeful ice-skater in To Die For -- Douglas stole an impressive number of scenes with her ineffably alluring mix of bemused irony and earthy sensuality. Right from the start, however, it seemed that she would be forever limited to character roles. Her eyes bulged a bit too insistently. Her figure was a shade too fleshy. The nose, the voice, the lips -- too large, too sarcastic, too full. In short, too much. Not for me, and maybe not for you, but definitely for the folks who dictate what a Hollywood leading lady should look and sound like. And they, unfortunately, are the ones who usually sign the checks and hire the actors.

Which is all the more reason to sing the praises of Grace of My Heart, an exuberantly entertaining musical drama that showcases Illeana Douglas in what, if there's any justice, should prove to be a star-making role. Her performance is so beautifully detailed and emotionally multifaceted, she dominates the screen and touches your heart. Even more impressively, she does all of this during every on-screen moment in a movie that lasts well over two hours. The range she displays -- naked vulnerability, dreamy-eyed infatuation, rigorous determination, harrowing despair -- is nothing short of remarkable.  The only flaw worth mentioning is the uneven quality of the lip-synching: Occasionally, when Douglas' character is supposed to be singing, it's all too obvious that someone else (singer Kristen Vigard) is hitting those high notes.

Not surprisingly, it has taken a filmmaker from outside the Hollywood mainstream -- a woman filmmaker, of course -- to recognize just what Douglas would be capable of conveying in a full-blown starring role. In fact, director Allison Anders (Mi Vida Loca, Gas Food Lodging) wrote the lead character, an ambitious singer-songwriter named Edna Buxton, specifically for Douglas. But, then again, Anders -- a former welfare mother who worked her way through UCLA film school -- likely saw a great deal of herself in the character, too. Throughout most of the dozen or so years covered in the film, from the late 1950s to around 1970, Edna must invest considerable energy into defying conventional notions about "girl singers" and Top 40 tunesmiths. Like Anders, who got her first break as an assistant to Wim Wenders during the filming of Paris, Texas, Edna needs the help of a male mentor, manager Joel Millner (John Turturro), to reach the first rung of the ladder. But, also like Anders, Edna succeeds on the strength of her own abilities.

Grace of My Heart is a hugely enjoyable and shamelessly old-fashioned confection, a showbiz saga that is by turns schmaltzy and cynical, heartbreaking and uplifting. Much of the story is set in or near New York's legendary Brill Building, the unofficial capitol of American pop music from 1958 to 1970. That's where dozens of young songwriters cranked out hundreds of hit records during the heyday of doo-wop, sweet soul music and Phil Spector's "wall of sound." Edna, an heiress to a steel fortune, rebels against the confining proprieties of  Philadelphia's Main Line, and pursues a musical career in New York. After a year of rejections and failed auditions, she finally accepts the idea that, hey, maybe the world isn't ready yet for a woman who sings and writes her own songs. So she accepts Joel Millner's offer of a small office and a weekly salary in his Brill Building music factory.

John Turturro zestfully plays Millner as a hustler with a heart of gold, a wheeler-dealer whose saving grace is his blunt-spoken honesty. Millner shows no compunction in manipulating the lives of friends and employees. (At his command, Edna invents a new personal history, and changes her name to Denise Waverly, so she'll have a more down-to-earth image.) But even though he hires a steady stream of attractive secretaries, Millner never makes a serious attempt to exploit his power. Indeed, one of the best things about the movie is the respectful appreciation that Anders displays when it comes to charting the relationship between Edna and Millner. In a more conventional film, these two soul mates might wind up between the sheets. But not here. The bonds that tie them, both personal and professional, are of a sort that would forever preclude such behavior. Which, of course, is why they can always be so brutally frank with each other.

There isn't nearly so much honesty in Edna's relationship with Howard Caszatt (Eric Stoltz), a smart-alecky hipster who thinks of himself as an enlightened social activist. He talks Edna into co-writing a song about teen-age pregnancy, a tune that is promptly banned by most U.S. radio stations. (Mind you, this happens a good twenty years before Madonna's "Papa, Don't Preach.") Later, after he gets Edna pregnant, he agrees to marry her, despite his long-time aversion to the bourgeois institution of marriage. Unfortunately, fidelity is not his strong suit.

It's fairly clear that Anders used Carole King as one of her real-life models in creating Edna. It's even more obvious that Jay Phillips, the record producer and surf-music star played by Matt Dillon, is a smudged carbon of Beach Boys founder Brian Wilson. Edna's marriage to the deeply troubled Jay takes up much of the movie's final third. The pace is slower, and the tone more melancholy, during this section of Grace of My Heart -- and that may bother some members of the audience. But think of the movie as a concept-album CD, and the scenes with Dillon as the melancholy ballads that alternate with happier, livelier songs. It's the same singer, and the same songwriter, in a slightly different tempo.

And speaking of music: Anders has avoided using real golden oldies for the Grace of My Heart soundtrack. Instead, she had composers create new material with a pronounced "period" feel.  Some of the songs are considerably longer than Top 40 singles of the period ever were. For the most part, however, the new songs are true to the spirit, and the sound, of the era. One particularly effective ballad, "God Give Me Strength," is the joint effort of two unlikely collaborators: Burt Bacharach and Elvis Costello. No kidding.

Dillon is hauntingly credible as the manic-depressive Jay Phillips, while Eric Stoltz does a fine job of juggling charm and caddishness as Howard.  Other supporting players of note include Patsy Kensit as rival songwriter who becomes Edna's friend and collaborator, David Clennon as a hippie psychologist who's smarter than he initially seems, Bridget Fonda as a superstar singer who isn't all that she seems, and Bruce Davison as a married music journalist who has a brief but passionate affair with Edna. It's worth noting that Joel Millner disapproves of Edna's adulterous dalliance. But only because it distracts her from her songwriting.