You never really find out why the production of the fictional movie being produced in State and Main has to be moved to Waterford Vermont, but from the way it is kept so secretive you know it can not be good. This is just the beginning of the problems that plague the production and add to the hilarity.

The foremost of these problems is that the towns Old Mill burnt down twenty years ago and the title of the fictional movie is The Old Mill. From there the problems just keep coming. Alec Baldwin, star of The Old Mill, seems to have a penchant for 14 year old girls and his only defense for it is "Hey, everybody's got to have a hobby." The movie's leading lady played by Sarah Jessica Parker in a sudden religious fervor decides that she can't show her breasts on film even though, as one crew member remarks, "Most of America can draw them from memory."

The other characters in the movie are just as colorful. William H. Macy is brilliant as the films director, who's solution to Baldwin's obsession with 14 year old girls is "get him half a 28 year old." David Paymer, as the producer, is able to spew venom at Parker's character while simultaneously inquiring as to the well being of a friends wife over the phone. The heart of the film is delivered by the budding romance between Phillip Seymour Hoffman and Rebecca Pidgeon. Hoffman plays the film's writer and is perfect as the young playwright who is very naïve about the ways of Hollywood. One of the movie's most memorable lines is when Hoffman accuses the director of being a liar and he responds, "It's not lying, it's a gift for fiction."

The cast is rounded out by all of the townspeople, some see the Hollywood visitors as heaven-sent, while others see them as coming straight from hell. Charles Durning and Patti Lu Pone as the town's mayor and his wife deliver some of the funniest scenes in the movie when Lu Pone decides to completely renovate their house because the movie people are coming to dinner.

This is one of the most intelligently funny films that has come out in a long time. I'm sure that the many years that Writer/Director David Mammet has spent in Hollywood provided much of the inspiration for this film. I don't know exactly how much of it based on experience, but if the film industry is half as fucked up as State and Main makes it out to be, then it's nowhere I want to go.