Grace of My Heart

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This article is about the film. For the song, see Grace of My Heart (song).
Grace of My Heart
Theatrical poster
Directed by Allison Anders
Produced by Ruth Charny
Daniel Hassid
Martin Scorsese
Written by Allison Anders
Starring Illeana Douglas
Matt Dillon
Eric Stoltz
and John Turturro
Music by Larry Klein
Cinematography Jean-Yves Escoffier
Edited by James Y. Kwei
Harvey Rosenstock
Thelma Schoonmaker
Distributed by Gramercy Pictures
Release dates
  • September 13, 1996 (1996-09-13)
Running time
116 minutes
Country United States
Language English
Budget $5,000,000 (estimated)
Box office $617,632 (USA)

Grace of My Heart is a 1996 film written and directed by Allison Anders, set in the pop music world, starting in New York's Brill Building early 1960s era, weaving through the California Sound of the mid '60s and culminating with the adult-contemporary scene of the early 1970s.

The plot follows the life and career trajectory of its protagonist, Denise Waverly. The soundtrack features songs by artists Burt Bacharach, Elvis Costello, Joni Mitchell, and Jill Sobule, replicating the musical style that emerged from the Brill Building, New York's music factory in the heyday of girl groups and "pre-fab" acts like The Monkees.


Edna Buxton (Illeana Douglas) is a steel heiress from Chestnut Hill, Philadelphia, who wants to be a singer and enters a talent contest. She plans to sing "You'll Never Walk Alone," until, backstage, she meets a blues singer named Doris Shelley (Warren) who is belting out "The Blues Ain't Nothin' (But a Woman Cryin' for her Man)." Doris advises Edna to follow her heart, so Edna sings "Hey There" instead and wins the contest. She uses her own money to record a demo of her first original song, "In Another World". Record producer Joel Milner (John Turturro) likes the demo but explains that he cannot market a girl singer-songwriter. He becomes her agent, renames her "Denise Waverly" and invents a blue-collar persona for her. Milner reworks her song for a male doo-wop group, the Stylettes, and the song becomes a hit.

Denise moves to New York and becomes a songwriter in the Brill Building. She worries that she cannot be write a follow-up to "In Another World," but Milner encourages her to look at the world around her. She meets songwriter Howard Caszatt (Stoltz), and after a difficult first encounter they become professionally and romantically involved. She then meets Doris, an unsuccessful young singer, and persuades Milner to audition Doris and her group. Milner likes the group and the song Denise has written, and renames them the Luminaries.

The group has some success with their record, and disc jockey John Murray (Bruce Davison) credits Denise with "sparking the craze for girl groups." Denise and Howard write a song about working class black girls in New York City. Denise then suggests that she and Howard should write a wedding-themed song for the Luminaries. Howard refuses, but when Denise reveals that she is pregnant with Howard's child - and is herself an heiress - they are married and have a daughter. However, Howard begins flirting with Cheryl Steed (Patsy Kensit), a newly hired English songwriter.

Joel asks Cheryl and her husband Matthew (Chris Isaak) to write a song for the Luminaries. Their song becomes a hit. Howard, annoyed, concedes that Denise's instincts were right. Then Joel asks Denise and Cheryl to collaborate on a song for closeted lesbian ingenue singer Kelly Porter (Bridget Fonda). Denise agrees, though she dislikes Cheryl. Denise arrives home unexpectedly and finds Howard in bed with another woman, she takes their child to the studio and tells Cheryl what happened. Cheryl comforts Denise and the two become friends. She learns that she is pregnant with Howard's second baby; Cheryl convinces her to see an obstetrician, who safely performs an illegal abortion.

Denise throws herself into her work and becomes highly successful. Having broken up with Howard, she has a brief but unhappy affair with the married John Murray, which ends when he moves with his family to Chicago.

With the British Invasion, the Brill Building songwriting machine has become obsolete. Milner tells Denise she should not be sad, because she forced him to take chances he would have never tackled alone. He finally allows her to become a singer, and introduces her to Jay Phillips (Matt Dillon), the singer, songwriter and producer of a popular surf-rock group. Denise initially hates Jay's music, and he becomes her producer. She writes and sings "God Give Me Strength," and is delighted when JAY gives the song a skilful orchestral arrangement. Her record bombs, and Denise blames herself for making the song too personal. Denise and Jay become a couple and resettle in California at the height of the hippie movement. Cheryl is songwriting in Los Angeles. She and Denise collaborate on songs for a Bubblegum pop TV show called Where the Action Is.

Jay is affectionate but childlike, reclusive and a heavy drug abuser, and grows increasingly paranoid. He disapproves of Denise writing songs for television, insisting that it's beneath her. His bandmates distance themselves from him, leaving him alone in his studio. In a fit of paranoia, he accuses Denise of stealing his working tapes, but it turns out that he threw the tapes out in a fit of irritation and then forgot that he had done so, and Denise becomes distressed. Jay takes their children to the museum and forgets to bring them home. While Denise is at a club with Doris, Jay, directionless and despairing at his irresponsibiitye, walks into the ocean and drowns. Numbed by Jay's death, Denise retires with her family to a hippie commune in the mountains above Palm Springs[1] and adopts yet another father-figure in the commune's guru.

Joel Milner visits Denise at the commune and takes her and the children to dinner. That night, he criticises her reliance on men for guidance and her failure to be responsible for her talent. Denise angrily lashes out, and she tells Milner that he is a "fucking leech" who exploited her. He agrees, and the more he agrees with her the angrier she becomes, then he provokes her by throwing his drink in her face. She strikes him then collapses in tears, grieving for Jay. Milner consoles her and the two are reconciled.

In the closing sequence, Denise is confidently producing and recording her first solo album Grace of My Heart with her extended family and friends in attendance.


Closing credits[edit]

Over the credits, Burt Bacharach and Elvis Costello are seen singing and playing their orchestrated co-penned work "God Give Me Strength", which received greater hit status in the real world than it did in the movie. Over the ensuing two years, Burt Bacharach and Elvis Costello expanded their collaboration to record an album Painted from Memory, which was covered successfully by jazz guitarist Bill Frisell.

Released in 1999 on Decca Records, The Sweetest Punch consisted of jazz arrangements of the Painted From Memory songs done by Frisell and his studio group, featured vocals by Costello on two songs, and jazz singer Cassandra Wilson on two songs, one being a duet employing both singers.


Though actress Illeana Douglas apparently sings throughout the movie, her singing was dubbed by singer Kristen Vigard, notable as first girl to portray Annie in the 1976 workshop production before going to Broadway the following year.

In the beginning, Edna/Denise performs a version of "Hey There," which was originally heard in the musical The Pajama Game, and popularized by singers such as Rosemary Clooney. Another of Denise's big musical moments occurs in the studio to sing tracks for "God Give Me Strength," an expensively produced single that fails to generate excitement on the charts, alluding to Spector's recording of "River Deep, Mountain High" for Tina Turner (written by Spector, Greenwich and Barry). Singer Elvis Costello, who co-wrote "God Give Me Strength" (with Burt Bacharach) for the film, also wrote "Unwanted Number," which, in the movie, is crafted by Denise and Cazsatt for The Luminaries. The song causes a scandal because it tells a sympathetic story of an unmarried pregnant preteen — bold for the early '60s, though comparable to similarly real-life songs of the era such as "He Hit Me (It Felt Like A Kiss)" about Little Eva, the Goffin-King's babysitter who was being beaten by her boyfriend at the time.

Soundtrack CD[edit]


Although Grace of My Heart has many musical sequences, the selections were pared down for the soundtrack CD. For instance, the fictional Luminaries, dubbed by girl group For Real, perform a half dozen tunes onscreen with just three selections on the CD: Born to Love That Boy, I Do, and Unwanted Number. Likewise, the Williams Brothers, nephews of Andy Williams perform two songs in the film, Heartbreak Kid and Love Doesn't Ever Fail Us, but only the latter song is on the soundtrack disc. Both Kristen Vigard's renditions of Hey There in the contest version and the polished demo are excluded from the CD, and her In Another World is jettisoned in favor of the fictional Stylettes' rendition (via Portrait). Vigard's performance of God Give Me Strength is not on the soundtrack; instead the Elvis Costello/Burt Bacharach performance is seen and heard.


Also on the CD, Jill Sobule sings the countrified waltz "Truth Is You Lied," complete with easy listening-style background chorus reminiscent of The Anita Kerr Singers.

Joni Mitchell[edit]

"Man From Mars" was written by Joni Mitchell, and the song appears on the CD with Kristen Vigard singing the vocal from the film (dubbing Illeana Douglas's performance). A version of the song featuring Joni Mitchell's vocal, backed with the same music track, was on the initial pressing of 40,000 soundtrack CD copies. This CD version was recalled and the soundtrack was re-released a week later with Kristen Vigard's vocal, as heard in the movie.[2] Mitchell later re-recorded the song with different-styled music for her 1998 album Taming the Tiger. The Mitchell version of "Man from Mars" from Grace of My Heart is very hard to come by.

The soundtrack was produced by Larry Klein, who had been Joni Mitchell's husband and producer but divorced her prior to making this soundtrack. He contributed to the writing of several songs on the soundtrack and appears briefly several times in the movie as a recording engineer.

Additional credits[edit]

Martin Scorsese is credited as Grace of My Heart's executive producer, and the film was co-edited by Thelma Schoonmaker, who won Academy Awards for her work on Scorsese's Raging Bull, The Aviator, and The Departed. Francois Sequin is the production designer, and the costumes are by Susan Bertram. The cast is rounded out by Lynne Adams, Peter Fonda, Chris Isaak, Lucinda Jenney, Patsy Kensit, Christina Pickles and Richard Schiff.


The film was released in the fall of 1996, just ahead of Oscar winning actor Tom Hanks' directorial debut That Thing You Do!, which likewise covered the early to mid-1960s pop music scene and featured original, retro-styled songs on the soundtrack.

Grace of My Heart was Anders's fourth feature film, and followed her Border Radio (1987), Gas Food Lodging (1992), and Mi Vida Loca (1993).


External links[edit]