Lynne Adams and Mark Donadio have a lot to celebrate. Their film MADE-UP, about to complete a year on the festival circuit, has won awards and brought them accolades of praise at every venue. The Northampton Film Festival is no exception.

It's Saturday night, and applause thunders out into the lobby of the Pleasant Street Theater as the 5:00 screening nears completion. Playing here for a special one-week engagement, MADE-UP has sold out as it has most other nights, and the audience is elated.

"That'll go on for a few minutes," nods the woman behind the popcorn counter. "Happens every time. People love that film."

Northampton Film Festival Artistic Director David Kleiler has arranged for the limited exhibition. "It was my first year at the NoHo Helm," he explains. "And I wanted something special for this festival, something that would really grab filmgoers' attention. I knew MADE-UP would be the one to do it."

He was right. From the first night, when it was to have taken place in a 50-seat auditorium, MADE-UP has moved to a larger house, and it is nearly always full.

A trio of giggling women no longer girls, fairly skips from the auditorium.

The crowd of mostly over-35-year-olds swells out to the street, and the talk is excited, satisfied. At last someone understands the truth about the demands of aging and dating, foraging and creating after 40. They love MADE-UP.

"I'm coming back tomorrow," sighs a professorial type. " I want my husband to see this."

Lynne Adams, the film's writer and producer, walks slowly, deliberately into the light. She is pleased, thoughtful, listening attentively to the various women telling her exactly what they appreciated in the film.

"Let's walk quickly over to the Haymarket," she beckons. "I told the audience I'd be there, and I want to keep this conversation going." She turns back to 40-something-year-old woman who is effusing praise for the way in which the film has captured her life.

Lynne's accessibility mirrors that of the film's. Years of acting have made her a great listener, and she is entirely engrossed, empathetic, as the woman pours out the details of her life. "I can't believe how real it all sounded," says the woman. Lynne nods, still listening.

"I'd have missed a great opportunity if I had passed on MADE-UP," says Producer Mark Donadio. "Lynne's turned out to be one of the best filmmakers I've had a chance to work with."

Mark's participation in the project, he points out, is testament to Lynne Adams' tenacity.

Lynne - once the popular star of "The Guiding Light" - and her sister Brooke Adams - herself the star of "Days of Heaven" and others- had been nurturing the project for five years already. The idea for the film had evolved out of a stage play - having had iterations as both a multi character production and a one-person performance piece - and seemed to be well on its way. There had been several drafts of a screenplay, Lynne's husband George Fifield had agreed to executive produce; Brooke's husband Tony Shalhoub (known to television audiences as Julian Monk of the new hit series MONK and before that as Antonio Scarpacci of the '90's hit WINGS) had chosen to co-star with the sisters and make his directorial debut with their film.

A labor of love and a family project then became a raison d'etre for Lynne. As she saw it turning into the archetypal independent feature with its movie-within-a-movie format, she knew she wanted to film it in New England in the fall. "This was a great movie for the Boston area," says Lynne. "The end of the year, the end of life, both potentially beautiful...." She knew she needed a New England-based producer whose expertise was specifically indie-based.

Enter Mark Donadio.

"I was really busy when she first called," Mark remembers. "At first, I had to pass on the project. I wasn't really available." He was just finishing line producing Brad Anderson's SESSION 9, and additionally, he had promised his wife Jana he wouldn't take another film for a while. Mark offered to find Lynne another person for the job."

Shooting was postponed, however. "Lynne called me again . . . two more times in fact. I decided to listen! Donadio chuckles. "I was intrigued even though she kept telling me it was a $250,000 budget. I hadn't done a feature with such a low budget."

Then because she genuinely liked the gentle-voiced man with the commanding presence, Lynne sent Mark a book on adoption. "My nieces are adopted, and I knew Mark and Jana had adopted their first child, and, well, it seemed like something he'd really like."

She was right.

"I decided it would be an interesting challenge," Mark explains. "But mostly it was a opportunity to work with great talent."

"Mark came on originally as the AD so he'd be able to work right alongside Tony," Lynne Adams laughs. "Since we had just met, we agreed that we'd see how our working relationship developed and then decide if he would continue as a producer. But it didn't take more than a few days into preproduction before we signed him up to go all the way."

"If I were designing the perfect independent film project, this would be it. An ideal low budget (the picture cost less than $500K), great talent, original writing, exploits new technologies, shot in the comfort of the co-producer's Jamaica Plains living room with a team that interacts with the ease and affection of a family. . . . It doesn't get any better than that."

Lynne and Brooke and Tony, a formidable cast in their own right, had already added substantial talent to their ensemble, names with cachet and marketability. Gary Sinese (whose films include OF MICE AND MEN and APOLLO 13), Eva Amurri (THE BANGER SISTERS), and up and-coming-actors Light Eternity, Jim Issa and Kalen Conover had all joined the cast.

"I loved working with Mark," Adams continues. The admiration is obviously mutual as Donadio adds, "Lynne is the best to work with. Not only is she smart and funny, she's a great lead producer, and is very well connected."

All elements have combined to make the film a grass roots favorite, one that, given a little time and some clever distribution, could rival the surprising success of MY BIG FAT GREEK WEDDING.

"Mark did a brilliant thing bringing Gary Henoch on to direct the photography," says Lynne. "Together Gary and Tony were able to give it a look, a real style. That was one of the biggest surprises for me. I didn't expect it would have so much style, I think that took it to another level."

The conceit of MADE-UP, executed by Henoch's camera, is that the audience eavesdrops on the lives of two sisters as they navigate their way through the raging floods of middle age. "You know," explains Henoch. "It's a mock-umentary, a faux doc. The camera takes on the characters of the guys you see shooting it." Hence, the audience is guided through the sisters' conflicts and resolutions by a non-judgmental, seemingly ingenuous camera alternately operated by three earnest young film students. It records just what they see, and the audience observes these women much as they appear to themselves in the mirror.

"Tony's a gifted director," says Henoch. "He has a great instinct for what will work."

Adams and Donadio know they've got something special here. Says Lynne, "Brooke feels it's the best thing she's ever done, and we want to take it to the people. It's funny; everyone likes funny, and there are characters young and old can relate to. But mostly it's fun for baby boomers - and women of all ages - to see a film that really speaks to them."

Adams continues. "We want to start showing the film publicly, finding theaters, primarily in New England, where we can play it, to prove there is a big audience for this kind of movie.

Donadio and Adams know that the people will come, as they have come to the Pleasant Street Theater. Says Adams, "They are going to come, and they are going to tell their friends and take their husbands and daughters. We want to open it in a few theaters. Let it build. I think we can do it in a very grass roots way, not spend millions on advertising. It's a word-of-mouth film, and we want that word to get out."
That certainly proves itself true here in Northampton. When people have a great time, they come back for more, and they tell their friends who tell their friends and. . . . Well, it's a great way to build a hit.

And we all know that "if you build it, they will come."

You can check on MADE-UP's exhibition schedule at www.madeupthemovie.com