Jenna (Keri Russell) is a "pie genius," having inherited her late mother's gift for thinking up scrumptiously imaginative baked goods. (The desserts provide a mouth-watering visual motif thanks to Matthew Irving's heightened-color lensing.) Each day, her latest creation and established favorites draw loyal customers to Joe's Pie Shop in a small Southern town.

But Jenna's life seems to have hit an unpleasant dead end: Husband Earl (Jeremy Sisto) is loutish and controlling, and that's killed her affection for him. She yearns to leave him but has nowhere to go -- and there's enough threat of violence in his demeanor that she squirrels away tip money, thinking her only option is to make a dash for freedom once she can support herself for a while.

So she's not at all happy to discover at film's start that she's pregnant (from a now-rare, alcohol-induced night of marital sex). Figuring her predicament isn't the baby's fault, she won't abort, but she won't tell Earl about it either, hopeful she can bolt before he notices.

For a while, the only person who knows besides Jenna is new town medico Dr. Pomatter (Nathan Fillion), with whom she shares an almost immediate, overwhelming and most inappropriate mutual attraction.

Meanwhile, at the diner, it's business as usual. Manager Cal (Lew Temple) yells at everybody. Mousy fellow waitress Dawn (Shelly), looking for love, finds it with a man (Eddie Jemison) who initially repulses her. Brassy Becky (Cheryl Hines), married to a "senile invalid," is dallying with someone whose identity she won't reveal. The restaurant's cantankerous owner Old Joe (Andy Griffith) comes in to enjoy Jenna's pies and pry into her personal affairs, though he's more softhearted than he lets on.

Soon she and the handsome doc are having a torrid affair, even as her pregnancy advances -- far enough that Earl can no longer be kept in the dark. Still, she hopes to flee somehow. When she finally makes her decision, however, it's refreshingly a simple psychological shift rather than the result of a melodramatic or comedic contrivance.

Film has an occasional case of the cutes, and the diner dynamic is a bit too much like that on late-'70s sitcom "Alice."

But for the most part, Shelly the director exhibits enough restraint and deftness to muffle her screenplay's potential for pat dramedy.

A big help in that regard is Russell's terse, down-to-earth perf, which nicely grounds the pic's serious side and provides useful contrast against the enjoyable, often broader supporting turns. Helmer gets mileage out of those reined-in emotions when they suddenly burst, in a sweetly funny montage in which Jenna can't stop beaming with sudden love for the doc.

Sisto avoids making Earl a stock redneck ghoul, lending him both menace and a certain pathos, as well as enough hick haplessness to keep the airy pic from being dragged into overly grim domestic-violence terrain. Fillion's smitten physician is a goofy charmer.

Presumably completed in post after Shelly's death (she was murdered in her Manhattan apartment), "Waitress" is lovingly assembled on all levels, with careful attention to vibrant design aspects that look good enough to eat.

Camera (color), Matthew Irving; editor, Annette Davey; music, Andrew Hollander; music supervisors, Greg Danylyshyn, Gerry Cueller; production designer, Ramsey Avery; art director, Jason Baldwin; set decorator, Susan Lynch; sound editor (Dolby Digital), Frederick W. Helm; assistant director, Mark Mathis; casting, Sunday Boling, Meg Morman. Reviewed at Sundance Film Festival (Spectrum), Jan. 22, 2007. Running time: 107 MIN.