tom dicillo directs this superficial comedy about superficial people in superficial careers , all searching for deeper meaning . however , they won't find much meaning in the real blonde , and not enough real humor , either . joe ( matthew modine ) is a struggling actor , or he claims to be one , even though he has no credits under his belt . his girlfriend , mary ( catherine keener ) has no pretensions about her career : she's a makeup artist , working for the eccentric fashion photographer blair ( marlo thomas ) and supermodel of the month , sahara ( bridgette wilson ) . sahara , who has acquired a new age spirituality from repeated viewing of the little mermaid , has an on-again , off-again relationship with joe's best friend , bob ( maxwell caulfield ) . however , bob has gotten his biggest break yet : a starring role on a soap opera opposite the beautiful kelly ( daryl hannah ) , who may be that illusive woman he's always pursued : a real blonde . there are some moments of good humor in the real blonde , but not enough . the best stuff is in throwaway details in the background , such as sahara's perfume ads : " depression - it's not just a state of mind " . but to find humor in the superficiality of models and actors is to shoot fish in a barrel . and , unfortunately , the film's forays outside the realm of comedy are pathetic . take for example the film's framing device of an old lady and her dog . the story serves absolutely no purpose , makes little sense , and is completely tangential to the main plotlines of the movie . matthew modine and catherine keener have the most sympathetic characters in the film , but they're stuck in the most boring plotlines . modine whines and complains and would be completely pathetic if he was matched against someone stronger than elizabeth berkley , who appears as another struggling actor . keener's character has a stronger edge , but the insult self-defense class ( taught by denis leary , no less ) she is stuck in makes little sense . the movie's running time is under two hours , but it seems like it is well over it . there's just not enough humor to speed things along , and not enough meaning to propel any drama .