Grace of My Heart

Grace of My Heart is a 1996 film written and directed by Allison Anders and starring Illeana Douglas, set in the pop music world, starting in New York City'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.

Grace of My Heart
Theatrical poster
Directed byAllison Anders
Produced byRuth Charny
Daniel Hassid
Martin Scorsese
Written byAllison Anders
Music byLarry Klein
CinematographyJean-Yves Escoffier
Edited byJames Y. Kwei
Harvey Rosenstock
Thelma Schoonmaker
Distributed byGramercy Pictures
Release date
  • September 13, 1996 (1996-09-13)
Running time
116 minutes
CountryUnited States
Budget$5 million
Box office$660,313

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, Gerry Goffin, and Jill Sobule, replicating the musical style that emerged from the Brill Building, New York City's music factory in the heyday of girl groups and "pre-fab" acts like The Monkees.


The film opens in the year 1958, where steel heiress Edna Buxton (Illeana Douglas) enters a talent contest. Her overbearing mother (Christina Pickles) is at odds with her, arguing that Edna should choose a specific song and wardrobe for the contest. At the contest, Edna swaps dresses with a blues singer named Doris, and even changes her song at the last minute, infuriating her mother, who leaves before seeing Edna win the competition.

An excited Edna decides to use her grand prize winnings to record a demo. The studio producer (Richard Schiff) tactfully delivers the painful truth to Edna that not only are girl singers not getting signed, the record companies are trying to get rid of the ones currently on their rosters. However, when Edna tells him that she wrote the song, he is impressed enough to direct her to Joel Milner (John Turturro) who takes her under his wing, renames her "Denise Waverly" and invents a blue-collar persona for her. Milner reworks her song for a male doo-wop group, the Stylettes, as male solo artists are groups are far more marketable. The song becomes a hit.

Denise (formerly Edna) moves to New York City and becomes a songwriter in the Brill Building. At a party, she meets the arrogant songwriter Howard Caszatt (Eric Stoltz), and despite an awkward initial meeting they become romantically involved. She also reunites with Doris. Denise offers to and writes a song specifically for Doris and her two girlfriends, persuading Milner to audition and hire the group.

In 1965, Howard and Denise begin writing together; they pen a song called “Unwanted Number,” based on a young girl's unwanted pregnancy. Although it is banned, it attracts the attention of prominent and influential disc jockey John Murray (Bruce Davison) who, despite the negative attention of the song, credits Denise with sparking the craze for girl groups.

Denise then suggests that she and Howard should write a wedding-themed song for the Luminaries. Howard says he does not believe in marriage, but when Denise reveals that she is pregnant with Howard's child, they are married and have a daughter.

Life is idyllic for Denise with a family and successful songwriting career. Milner then recruits the beautiful English songwriter Cheryl Steed (Patsy Kensit), who immediately catches Howard's eye, and ultimately Denise's disdain. Cheryl diffuses the flirtation by informing the couple that she already has a songwriting partner—her husband Matthew (Chris Isaak).

Joel tasks Denise and Cheryl with collaboration on a song for the ingénue singer Kelly Porter (Bridget Fonda). The women protest but, nevertheless, bond over the realization that the young songstress is in a closeted lesbian relationship. Their song "My Secret Love" is the hit that is born out of this situation.

Denise arrives home unexpectedly and finds Howard in bed with another woman; not long afterward, 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 and Cheryl then become close friends.

Over the next few years, 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.

In 1966, Denise is despondent over the end of her affair with Murray. As a means of cheering her up, Milner finally offers to send Denise to the studio to sing for herself. As added incentive, he offers the production assistance of California wunderkind Jay Phillips (Matt Dillon) to produce her single. She is initially hesitant, saying she finds the whole "surf and turf" sound laughable. She writes and sings "God Give Me Strength," and is delighted by Jay's skillful orchestral arrangement. Her record, however, bombs. Between the loss suffered by her foundering single and the advent of the British invasion. Milner's fortunes are depleted. Denise blames herself for making the song too personal and bankrupting Joel. He tells her she did more for him than she realized and that it was time for then both to move on.

Denise and Jay become a couple and resettle in California. Things seem fine for a while; Annie has stayed on to help take care of Denise's daughter Luna, and the child becomes like a sister to Annie's son. Jay is affectionate and showers love on both children, but is reclusive and a user of recreational drugs like marijuana and peyote. He disapproves of Denise writing songs for television-she has since joined forces with the newly divorced Cheryl who is writing for a Bubblegum pop TV show called Where the Action Is. He insists that it is beneath her and hopes that she will fail.

Jay's behavior becomes more erratic, and he becomes increasingly paranoid. His songwriting becomes too avant garde and his bandmates distance themselves from him. He takes the children on an outing, and comes home, having completely forgotten them. When the police bring them home safely, Jay realizes what he has done and drifts into a deep depression causing him to become even more isolated. The depression seemingly abates after a visit from his friend "Jonesy", who reminds him of the things that are important in his life, including his "groovy new old lady", Denise.

Thinking that the worst is over, Denise invites Jay to join her and Cheryl at the Whiskey a Go-Go to hear Doris (who embarked on a solo career in L.A. when The Luminaries broke up) and her new boyfriend sing. Jay begs off, saying he has a song idea he wants to explore. He promises a night of lovemaking when she returns. While the women celebrate, Jay is revealed to be still in the throes of his depression; having put on a brave face for Denise's benefit. He walks into the ocean, taking his own life. Denise is further distraught to discover that Jay's fans blame her for not stopping his death.

Numbed by Jay's death, Denise retires with her family to a hippie commune in Northern California and tries to make sense of everything that has happened.

A year or two later, Joel Milner visits Denise at the commune and takes her and the children to dinner. That night, he criticizes how far down she's allowed her grieving to take her and that it's destroying her and her talent. Denise angrily lashes out, and she tells Milner that he'd be nothing without her success. He agrees, and the more he agrees with the angrier she becomes. She strikes him then collapses in tears, grieving for Jay. Milner consoles her and the two are reconciled.

With Joel's help, Denise creates the platinum-selling work Grace of My Heart. As she lays down the piano track for the song, her life is recounted in pictures; leading to the moment when her own mother receives a copy of her album in the mail with a handwritten note. Seemingly proud of her daughter's success, she smiles.



Grace of My Heart holds a rating of 76% on Rotten Tomatoes based on 25 reviews, indicating a positive reception.[1]

Closing creditsEdit

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 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 and causes a scandal because it tells in a sympathetic manner the story of an unmarried pregnant preteen.

Singer-composer Lesley Gore co-wrote the song, "My Secret Love," performed in the movie by the character of young singer Kelly Porter, a closeted lesbian, played by Bridget Fonda.[2][3]

Soundtrack CDEdit


Although Grace of My Heart has many musical sequences, the selections were pared down for the soundtrack CD. The fictional Luminaries, dubbed by girl group For Real, perform a half dozen tunes onscreen but 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 cut 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. ‘A Wave Dies’, written and Performed by Andrew Allen-King, recorded and Produced by Larry Klein not included in final Cut.


On the CD, Jill Sobule sings the countrified waltz "Truth Is You Lied."

Joni MitchellEdit

"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.[4] Mitchell later re-recorded the song with different-styled music for her 1998 album Taming the Tiger.

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 creditsEdit

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).


  1. ^ "Grace of My Heart (1996)". Rotten Tomatoes. Retrieved 2020-11-20.
  2. ^ Glitz, Michael. "Singing Her Own Tune: Lesley Gore Is on Her Second Run of Celebrity-From the "It's My Party" Songbird of the '60S to the out Singer-Songwriter of 2005's Quietly Haunting Indie CD Ever Since." The Advocate, January 17, 2006. ("Gore could have been out more prominently in the mid '90s in connection with the movie Grace of My Heart, which included a subplot about a Gore-like teen idol (played by Bridget Fonda) who was gay. Gore worked on the character's song--'My Secret Love'--until she was comfortable having her name on it as a cowriter. But she felt wary that she'd been brought in too late for a real collaboration, and when she wasn't even invited to the premiere, Gore was convinced the filmmakers had used her primarily for publicity. 'It turned into the opposite of what I would have wanted,' she says.")
  3. ^ Childs, T. Mike. The Rocklopedia Fakebandica (St. Martin's Griffin, 2014), ISBN 978-1466873018, p. 167. Excerpts available at Google Books.
  4. ^ Library: Grace Of My Heart Soundtrack Recalled: AllStar Website, September 18, 1996

External linksEdit