John Sayle's ensemble drama "Sunshine State" is a remarkable film. Sayles creates a rich, vivid, heartbreakingly real world set in a strangely foreign place called Plantation, Florida.

The story centers around two strong women whose lives intersect briefly early in the film when Desiree (Angela Bassett), returning home for the first time in twenty-five years with her presentable new husband, stops in a motel restaurant and is kindly pointed in the right direction to the bathroom by the owner, Marly (Edie Falco), a divorced, tanned woman wearing shorts who hates her inherited vocation.

Through the stories of Desiree and Marly, Sayles introduces countless characters who round out this world. We learn about Lincoln Beach, an African-American enclave created during the era of segregation that is now being eyed by developers. In an interesting moment, Dr. Lloyd (Bill Cobbs) explains to Desiree's husband that the civil rights movement has destroyed the black community. The black people who used to run and support their own business were not free to patronize white establishments, and once they were, the community fell apart.

This interesting twist on history is indicative of the whole film. Sayles has created a thoughtful, multi-layered movie. When the developers come to town, it is easy to label them as "evil," but this becomes more complicated when you realize that these white men with their money offer a sort of salvation to Marly who wants out of the motel business. This is complicated further with the arrival of landscape architect Jack Meadows (Timothy Hutton), who is a quiet, likeable, good looking man who seeks comfort in Marly for the duration of his assignment. Maybe it's because I can't not associate Timothy Hutton with that hurting boy in "Ordinary People," but it's impossible not to like his character, even if he's part of the team that tames nature to sell expensive real estate.

By the time the film ends, Sayles' some twenty characters have all become achingly real. When Desiree confronts the past she left behind, I became more nervous with each interaction: the elderly Christian mother who sent her away, the slick football player who broke her heart but now sells used cars, the acting teacher who wonders why Desiree is not on Broadway. It is wonderful to see her in a meaty role acting after seeing Bassett wasted in Hollywood films like "The Score."

Edie Falco is terrific as Marly. The coiffed, suburban matron exterior of Carmela Soprano, is nowhere to be found in this Florida woman, replete with accent, short shorts, tank-tops, and a constant drink in her hand. She delivers laugh-out-loud lines, like the offhand comment to Timothy Hutton about the bright light illuminating a golf course that used to be a make-out spot. "Security," Hutton shrugs. "Seems like birth control to me," Marly deadpans. Marly is a strong woman whose dreams have not and will not come true.

"Sunshine State" offers a perfect mix of history lesson, politics, and quality drama. In "Gosford Park," Robert Altman introduces so many characters in such a whirl of action that by the time the film ends, the connections of who is married to who is still tenuous. Not so here: every story line is given its due, every character feels rounded and full. And I have not mentioned half of them: Jane Alexander as the wonderful eccentric theater director, Ralph Waite as the blind, retired father, James McDaniel as Desire's anesthesiologist husband who feels ashamed of his respectable profession when he meets a washed-upcollege football player. There are also mermaids, suicidal gamblers, drunken pirates, and Mary Steenburgen running the annual Buccaneer Festival.

I've written too much and haven't gotten to the heart of it all - "Sunshine State" portrays real people with real problems, and in just 141 minutes, I grew to love and care about all them.