Elizabeth (Brooke Adams) is a middle-aged divorced former actress. Her daughter, Sara (Eva Amurri), is convinced she could have saved her marriage if she had not let her hair go grey and had stayed in shape. This mother and daughter are going through a bit of a bad patch in their relationship evidenced by the fact that they want to fix each other. Elizabeth is worried about Sara's anorexia and her obsession with appearances. She wants her to go to college and grow out of this phase, which she regards as shallow. Sara has her heart set on going to cosmetology school so she can become a makeup artist. Meanwhile, Kate (Lynne Adams), Elizabeth's sister, wants to bring her own creativity to the public in the form of a documentary for the class she is attending. She comes up with the brilliant idea of filming Sara giving her mother a makeover.

Complications ensure once the cameras are rolling. Kate is pleased with how well Sara does but Elizabeth acts a bit uncomfortable about it, even though she is inwardly delighted. The key scene in the documentary is to shot in a restaurant when her ex-husband Duncan (Gary Sinise), sees the new Elizabeth and agrees to pay for Sara's school. He is now living with Molly (Light Eternity), a sexy young blonde who is an artist herself. It peeves Elizabeth that this woman has become friends with Sara and is giving her huge doses of moral support for her plans. At the restaurant, Max (Tony Shalhoub), the uncle of one of the film crew members, finds himself attracted to Elizabeth. Once Kate gets wind of this surprising development, she shifts the direction of the documentary and turns it into a romantic comedy.

Made-Up marks the directorial debut of Tony Shalhoub who was so droll in Big Night. The funny screenplay is by Lynne Adams, and it touches on many themes afoot in our culture right now — the aging of the baby boom generation, the fad of makeovers for both women and men, and the yearning of so many people to express themselves creatively in some way. Thomas Moore has written: "For the soul then, beauty is not defined as pleasantness of form but rather as the quality in things that invites absorption and contemplation." The characters in Made-Up zigzag around until each character comes to his or her own special appreciation of beauty. We, in turn, are absorbed by their playful quests for sexual gratification, delight, creative expression, and recognition. There are different shades of beauty and this funny film catches many of them on the run.

DVD features include a documentary on the making of the film, and an audio commentary by humorist and public radio commentator Ian Shoales.