The pathetically shy LV (Jane Horrocks) lives the life of a recluse listening to her late fathers old records in her room and in the process driving her abusive, loud-mouthed mother, Mari Hoff (Brenda Blethyn), to distraction. At night, however, when her father's ghost visits, LV sings the songs of the great divas such as Judy Garland, Marilyn Monroe and Shirley Bassey. One evening LV is overheard by one of her mother's loathsome boyfriends, the disastrous dead-end talent scout Ray Say (Michael Caine), who recognises her innate talent and realises this is his last big chance for the glittering prizes. Gambling everything Ray Say forces LV to appear at a local run-down, seedy night club run by Mr. Boo (Jim Broadbent). As preparations for the big event proceed apace LV meets the equally shy Billy (Ewan McGregor), a pigeon-racing telephone engineer and they form a tentative, gentle friendship. The big night finally arrives and everything is in readiness the band, the club and even a big agent from London, but what about LV?

Michael Caine was robbed of an Oscar. He gives his finest performance in a decade as big-talking small-time agent Ray Say, a paunchy, pale life of the party hiding his desperation under gold chains and cool bravura. When he hears the almost magical voice of Jane Horrocks's meek little LV (short for Little Voice) fill her bedroom with the rich voice of Judy Garland, he sees his ticket to the big time. Little Voice is ostensibly LV's story, and in fact the original play was written for Horrocks, whose amazing vocal impressions of Garland, Shirley Bassey and Marilyn Monroe (among others) form the centrepiece performance of the film. But as directed by Mark Herman (Brassed Off), the story of this mousy girl who shuts herself in from a bellowing world is just as overwhelmed by the bombastic characters as LV herself. Brenda Blethyn babbles a blue streak as LV's overbearing mother, Mari, an ageing widow who escapes her unhappiness in carousing and becomes almost pathologically jealous when Ray's attentions turn from her to LV. As Ray puts his dreams on the line for LV's showcase, he reveals his true self: a venal man who spits and barks out his bottled-up anger in an astoundingly bile-filled delivery of Roy Orbison's "It's Over." The showstopping moment once again overwhelms LV's tale, but Caine's performance is so astounding it seems a fair trade. --Sean Axmaker

"Little Voice" is unthinkable without the special and unexpected talent of its star. She is Jane Horrocks, from TV's "Absolutely Fabulous" and the Mike Leigh movie "Life Is Sweet," and nothing I've seen her do prepared me in any way for the revelation that she is a singer. And not just a singer, but an impressionist who can perform in the voices of Judy Garland, Shirley Bassey,Marilyn Monroe and Billie Holiday, among others. And not just an impressionist, but a mimic so skillful that the end credits make it a point to inform us that Horrocks sang all her own songs in the movie. We need to know that, because her mimicry is so exact that we assume it must be lip-synching. Horrocks first appeared in this story on the stage (it was written for her by Jim Cartwright), and now in the movie she repeats an astonishing performance, which is plopped down into an amusing but uneven story about colorful characters in a northern England seaside resort town. She plays a young woman named Laura, who mopes in her bedroom above the record store that her late, beloved dad used to run. She shares his taste for classic pop records, and plays them again and again, memorizing the great performances. The rest of the house is ruled by her mother, Mari (Brenda Blethyn, the Oscar nominee from "Secrets and Lies"). She's a loud, blowzy tart who picks up lads at pubs and brings them home. Her new squeeze is Ray Say (Michael Caine), a onetime London club promoter now reduced to managing strippers in this northern backwater. Mari's approach to Ray is direct. She brings him home from a pub and suggests, "Let's roll about." One night a duel develops, between Mari playing "It's Not Unusual" downstairs and Laura doing "That's Entertainment" upstairs. Ray hears the singing and realizes at once that he's in the presence of an extraordinary talent. But Laura's voice is not reflected in a big personality; she's a shy recluse who speaks in such a small voice that it has supplied her nickname. Ray brings home his friend Mr. Boo (Jim Broadbent), owner of a local club, to audition Little Voice. They can't get her to sing, but afterward, while they're standing on the sidewalk, they hear her doing "Over the Rainbow," and Mr. Boo knows a big draw when he hears one. (His club books acts more along the lines of an elderly knife-thrower who aims blades at his wife to the strains of "Rawhide.") The plot involves Ray's struggle to lure Little Voice onto the stage (he tells her a touching parable about a little bluebird) and his struggle to discourage Mari's amorous intensity. There is also a struggle going on for Little Voice's heart. A telephone lineman (Ewan McGregor) is in love with her and uses his cherry-picker to levitate himself to her bedroom window. Will he win her love? Will she agree to sing? "Little Voice," written and directed by Mark Herman ("Brassed Off"), seems to have all the pieces in place for another one of those whimsical, comic British slices of life. But the movie doesn't quite deliver the way we think it will. One problem is that the Michael Caine character, sympathetic and funny in the opening and middle scenes, turns mean at the end for no good reason. Another is that the romance, and a manufactured crisis, distract from the true climax of the movie. That would be Jane Horrocks' vocal performance. Watching her belt out one great standard after another, I was reminded of old musicals that were handmade as showcases for big stars. The plot was just a clothesline for Astaire's big dance number or Mario Lanza's solo. Here everything leads up to (and wilts after) Horrocks' showstopper. But she is amazing. Absolutely fabulous.--ROGER EBERT

Everyone calls her L.V., short for Little Voice, because she's so quiet her vocal powers barely exist at all. Shy to the point of being reclusive, she lives with her mother in a depressed seaside town in England's North, sticking close to a crumbling apartment where she obsessively plays hits from her late father's record collection. Yet it is the conceit of "Little Voice" that inside this dull and unpromising exterior lies an incredible jewel. For L.V. has somehow absorbed all those records and can, when so moved, turn out astonishingly accurate copies of the vocal stylings of legends like Judy Garland, Marlene Dietrich, Marilyn Monroe and Shirley Bassey, renditions that sound frighteningly identical to the real thing. British actress Jane Horrocks plays Little Voice, and it is a transfixing, tour de force performance. Even given that the original 1992 London stage hit "The Rise and Fall of Little Voice" was written by playwright and friend Jim Cartwright specifically for Horrocks and her startling capacity to mimic, how much she does with the role is continually surprising. An elfin, bird-like actress with an endearing, twitchy manner, Horrocks is known to American audiences primarily as the angry, bulimic daughter in Mike Leigh's "Life Is Sweet" and for a recurring role as PR woman Bubble in the Brit TV hit "Absolutely Fabulous." As much as her singing, it's her skillful acting that turns L.V. into a strange, unnervingly spooky presence. Yet, just as the ethereal Little Voice is surrounded by the dross and rubbish of life on the skids, so Horrocks' delicate work finds itself in a willfully excessive film that wants nothing so much as to force its brashness down our throats. Written and directed by Mark Herman (who did the uneven "Brassed Off"), "Little Voice" gets solid work out of both Michael Caine and Ewan McGregor, but it's often as offputting as Horrocks' performance is heartbreaking. The main victim of the film's determination to glory in crudeness is actress Brenda Blethyn. Coming off her nuanced, Oscar-nominated performance in Leigh's "Secrets & Lies," it's especially difficult to endure Blethyn's abrasive work as aging party girl Mari, L.V.'s mother. Locked in a war of nerves and words with her silent daughter, and with the equally closemouthed Sadie (Annette Badland, also of the London stage production) as her only confidant, Mari is concerned only with her alcohol-fueled sexual escapades. Her latest love interest is Ray Say (Caine), an on-the-skids agent, complete with a flashy convertible and personalized plates, who likes to think of himself as "agent to the stars, king of cabaret, maker of miracles." He's a man who grandly claims to have known Monroe, but confesses if pressed that Matt, the singing bus conductor, is the Monroe in question. Though he's hampered, as everyone except Horrocks is, by "Little Voice's" crass, hectoring tone, Caine does a poignant job as the man who hopes to make a fortune out of L.V.'s skills. Memorable is his astonished look when he first hears her as Judy Garland doing "Over the Rainbow," as is the pep talk he gives L.V. when he's trying to convince her to take her private world public. Also doing strong work despite the odds are Jim Broadbent as Mr. Boo, the oddly named failed comic and local impresario, and the always impressive McGregor.Usually seen in energetic, high octane roles like "Velvet Goldmine" and "Trainspotting," McGregor is convincingly well-modulated as the timid Billy. He's another nervous non-communicator, more at home up on the roof with his pigeons than downstairs with people. Billy becomes a prime candidate to share misfit love with L.V. when he shows up to hook up telephone service for the garrulous Mari. Given that it's built around Horrocks' role-playing abilities, "Little Voice" couldn't exist without giving her the chance to demonstrate what she can do on stage. The transformation, when it comes, transcends all thoughts of gimmickry and becomes a genuine astonishment. It can't completely redeem the movie, but it certainly is one heck of a show.

Nominated: Best Actress in a Supporting Role - Brenda Blethyn

Nominated: Alexander Korda Award for Best British Film; Best Performance by an Actor in a Leading Role - Michael Caine; Best Performance by an Actress in a Leading Role - Jane Horrocks; Best Performance by an Actress in a Supporting Role - Brenda Blethyn; Best Screenplay - Adapted; Best Sound

Nominated: Best Actor - Michael Caine; Best Actress - Jane Horrocks

Nominated: Best Actress - Jane Horrocks; Best Supporting Actor - Michael Caine

Nominated: Emden Film Award

Won: Best Performance by an Actor in a Motion Picture (Comedy/Musical) - Michael Caine
Nominated: Best Performance by an Actress in a Motion Picture (Comedy/Musical) - Jane Horrocks; Best Performance by an Actress in a Supporting Role in a Motion Picture - Brenda Blethyn

Nominated: Best Motion Picture (Comedy or Musical); Best Motion Picture Screenplay - Adaption; Best Performance by an Actor in a Motion Picture (Comedy or Musical) - Michael Caine; Best Performance by an Actress in a Motion Picture (Comedy or Musical) - Jane Horrocks; Best Performance by an Actress in a Supporting Role in a Motion Picture (Comedy or Musical) - Brenda Blethyn

Won: British Supporting Actor of the Year - Michael Caine

Nominated: Best Sound Editing - Music - Musical Feature (Foreign & Domestic)

Nominated: Outstanding Performance by a Cast; Outstanding Performance by a Female Actor in a Leading Role - Jane Horrocks; Outstanding Performance by a Female Actor in a Supporting Role - Brenda Blethyn