Alan Markfield Cheryl Hines, Keri Russell and Adrienne Shelly in "Waitress."

"Waitress" is a sort of "Little Miss Sunshine Doesn't Live Here Anymore" screwball romantic comedy about a small-town waitress, caught between a nightmarish marriage and a risky affair, who channels her frustrations into making fabulous pies served on close counters of the diner kind.

		Waitress Director: Adrienne Shelly. Starring: Keri Russell, Nathan Fillion, Cheryl Hines, Andy Griffith. Rating: PG-13 for sexual content, language and thematic elements. Web site: foxsearchlight.com/waitress Related article Family Film Guide

Jenna (Keri Russell) -- the Einstein of dough -- inherited her mother's baking-gene genius. She plies her trade in a podunk Southern town at Joe's Pie Shop, where her signature creations draw a daily stream of loyal customers.

Equally loyal are Jenna's two waitress-sidekicks: Brassy Becky (Cheryl Hines of "Curb Your Enthusiasm") looks like Joan Rivers and worries about "the dreadful misplacement of my bosoms." She and geeky Dawn (the late Adrienne Shelly, the film's writer and director) long for their own elusive Prince Charmings.

At the outset, they're hovering over Jenna's pregnancy test -- which is positive. Becky and Dawn are thrilled. Jenna is horrified. She has no maternal instincts, just a desperate desire to escape her abusive, insanely jealous hubby Earl (Jeremy Sisto). Perhaps the upcoming national pie championship (with its $25,000 prize) will be her ticket. But in the interim, she must see Dr. Pomatter (Nathan Fillion), a hunky if tongue-tied gynecologist with whom she falls in lust at first sight.

The sweet-and-sour heroine is as engaging as Russell herself (of TV's "Felicity"). You can't help but empathize with her straightforward performance and charming, semi-deadpan delivery. On the other hand, you can't help but be annoyed by all the other one-dimensional eccentrics, especially Dawn's nerdy, over-the-top suitor (Eddie Jemison) and his spontaneous poetry ("If I had a penny/for everything I love about you/I would have/many pennies.")

The one exception is curmudgeonly old grandfather figure Andy Griffith as Old Joe, the diner's namesake, who, with his rheumy old eyes, looks and sounds nothing like the Sheriff of Mayberry. "I love living vicariously through the pain and suffering of others," he tells Jenna, while waxing eloquent on her strawberry-chocolate pie and waxing soulful on her need to "start fresh!"

Writer-director Shelly's whimsical yarn is baked -- or half-baked -- not quite to perfection. Her stylized comic characters don't mesh smoothly with her script's "serious" turns or sentimental intentions. But there are darker reasons why "Waitress" is more haunting than your garden-variety chick flick.

Shelly's breakthrough as an actress came with Hal Hartley's "The Unbelievable Truth" (1989) and "Trust" (1990), after which her career segued toward writing and directing. She made "I'll Take You There" (1999) and co-starred with Matt Dillon in "Factotum" (2005). But then on Nov. 1, 2006, she was found dead in her Greenwich Village apartment, an apparent suicide.

Not so. Police soon arrested a 19-year-old who confessed to killing her because she complained about noise he was making in the apartment below.

There could be thus no more shocking, unintentional goodbye than "Waitress"-- no greater contrast between the movie's silly sweetness and the brutality of its 40-year-old maker's death. If you know this in advance (which, sorry to say, you do now), it's like trying to watch Sharon Tate in Polanski's "Fearless Vampire Killers" without thinking about her fate at the hands of the Manson gang.

Nevertheless, you can still be seduced by its hokey charm. More a fairy tale than a real slice of life, its slices of mouth-watering pie visuals are enhanced by Matthew Irving's garish Techni-primary-color photography. This is uneven, feel-good fare whose final life-affirming message -- judging by the preview audience -- will produce groans and tears in roughly equal measure.

But lemme tell ya, that Andy Griffith is a delight. I'll eat my hat as well as all of Jenna's pies if he doesn't win next year's Oscar for Best Supporting Actor.

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