PLEASE GIVE This meeting of the Sulking Society is called to order!

NICOLE HOLOFCENER makes movies about women. About female friendships, in the cult classic Walking and Talking; about female self-image, in the underrated Lovely and Amazing; about female careers, in the capable Friends with Money. With her newest, Please Give, Holofcener makes it clear from the film's opening moments that her focus hasn't changed: The credits roll over a montage of naked breasts, varied and unshapely and a little uncomfortable as they're weighed and smooshed into mammogram machines.

The boob shots are set in the clinic where Rebecca (Rebecca Hall) works as a nurse. She's a shy girl, and sweet, even to her sour, unpleasant grandmother, Andra (Ann Guilbert). Please Give takes as its starting point the dynamic between Andra and her neighbors Kate (Catherine Keener) and Alex (Oliver Platt). Kate and Alex are quite literally waiting for Andra to die—they've already purchased her apartment, and plan to expand their own apartment into hers once she's out of the picture. The ghoulishness of this is only reinforced by Kate and Alex's occupation: They own a furniture store, and purchase much of their stock from people whose elderly parents have recently died.

Alex is blithe about both their occupation and their apartment-vulture status, but Kate is white liberal guilt made manifest. Not only does she spearhead an awkward effort to befriend Rebecca and Andra, but her guilty feelings extend to New York City at large. She "gets all emotional just walking down the street," and single-handedly tries to offset the misery she sees around her by shoving $20 bills in the hands of homeless people—much to the frustration of her daughter, Abby (Sarah Steele), who's angling unsuccessfully for a $200 pair of jeans. Kate thinks she wants to make the world a better place, but proves too crippled by pity to accomplish anything useful. When she volunteers at a rec center for men and women with disabilities, she's so overcome by the sight of people cheerfully playing basketball despite their disabilities that she starts to cry and has to excuse herself. Kate is incapable of really helping anyone else, because she herself is such a mess—guilty over wanting Rebecca's grandmother to die, freaked out about the loss of her looks and her own mortality.

Few actresses can carry humiliation the way Keener can. When she offers her leftovers to a black man standing outside a restaurant, only to be told that he's not homeless, but is actually waiting for a table, her embarrassment and defensiveness are palpable. Yet she's likeable—she does stupid, even offensive things, but her intentions are good. Doesn't that count for something?

"[Kate's] buffoonish quality is definitely based on me," Holofcener told the Mercury in a phone interview. "When I feel like I'm flailing about, trying to be helpful, and am really just being an idiot."

As a writer and director, Holofcener really has no counterpart in Hollywood. (The closest is Noah Baumbach, whom she says she considers a peer—albeit one who's "a lot more famous, and I think a lot richer." Baumbach, though, writes best about men.) When I asked her if she felt any pressure to represent women's lives a certain way, she responded, "I don't feel any responsibility to anything except being true to what I want to say. I feel a responsibility to myself, to be honest, and to not make myself puke over false, stupid women characters. That's really it—to not get myself to puke at myself." If it's the fear of self-puking that keeps Holofcener committed to writing complex, thoughtful female characters... well, whatever it takes, because no one else is making movies like hers.

For a complete transcript of our interview with Nicole Holofcener, go here.