When I heard about this movie, I knew one thing for sure–I didn’t want to see it. Just what the American public needs, I thought, another male fantasy about an old guy who gets a gorgeous young thing to fall madly in love with him and they engage in wild sex at all hours of the day and night. Groan. In this case it was 65-year-old Ben Kingsley and 34-year-old Penélope Cruz, a difference of over 30 years.

Then a male friend whose opinion I respect told me to see it. “You’ll like it,” he said. “It’s quite surprising.” “Do Ben Kingsley and Penelope Cruz roll around in the sheets?” I demanded. “Yes, of course, it’s based on a novel by Philip Roth–but it’s much more than that.”

At first the movie was everything about May-December romances that I have come to abhor. David Kepesh (Ben Kingsley, House of Sand and Fog) is a literature professor and TV critic who pursues beautiful young women as if they are mere plums for the picking. Leery of violating university rules, he doesn’t date any students while they’re in his class. Oh, no, the creep spends class time priming his prospects with subtle compliments and feigned disinterest and a literary quotation or two. Then at a party celebrating the end of class, in his elegant apartment bursting with art and books, when grades have already been given, he goes in for the hit.

His target this time is a gorgeous Cuban-American named Consuela Castillo (Penélope Cruz, Volver). She’s sweet, confident and sophisticated. Most important, Consuela is older than Kepesh’s usual students, so she’s long past the starstruck stage. When she responds to Kepesh’s persuasions, it’s with her eyes wide open. Such directness is not only refreshing to Kepesh, but enormously attractive to the audience. You fall in love with Consuela as Kepesh does.

You can see it’s not a one-way romance. Consuela sees worthwhile things in Kepesh that he hasn’t allowed himself to admit. You begin to think this movie might not be the same-o, same-o. You find yourself, indeed, coming under a spell woven with exquisite maturity by young Spanish femme director, Isabel Coixet (The Secret Life of Words).

As their romance blossoms into true love, Elegy expands the boundaries of Kepesh’s life with the secondary characters, all of whom turn in remarkable performances. There’s Carolyn (Patricia Clarkson, Lars and the Real Girl), Kepesh’s long-time lover who sleeps with him every night she’s in town. She’s lived through Kepesh’s younger distractions for many years without fearing she would be left behind. But this affair with Consuela, she intuits, means more to him than the others. There’s his son, Kenneth (Peter Saarsgard, Rendition), who hates Kepesh for being a lousy father, and now has his own adultery issues to deal with.

Kepesh’s closest confidante is his old friend, poet George O’Hearn, played with mesmerizing intensity by Dennis Hopper (Swing Vote). George fears his old sparring partner is becoming obsessed with a fantasy. “Beautiful women are invisible,” he warns, “we’re so dazzled by the outside that we never make it inside.”

Meanwhile Penélope Cruz not only holds her own against the powerful Sir Kingsley, she starts to steal every scene. She’s so wise, and kind, and forgiving that she’s almost unbelievable, but so convincing with every word and gesture, you dismiss any doubt and want to possess her and her magic. She’s gotten under your skin as much as she has with Professor Kepesh.

Consuela comes to feel their love affair is so solid that she wants Kepesh to meet her family and eagerly awaits his arrival at a grand party held in her honor. But at the last minute, fearful of being an old man under the microscope of her family, he bails. Fed up with his commitment-phobe behavior, Consuela refuses to forgive him again and ends the affair. Kepesh is bereft. His life is meaningless. For the audience, every moment without Cruz onscreen holds similar emptiness.

Then Consuela phones Kepesh–and the story takes a totally unexpected turn. It careens away from the limitations of a romance into a heart-breaking parable about the meaning of beauty. The movie’s title (an elegy is a lamentation), all the literary allusions, all the nuances of the performances at last make sense. I won’t reveal the twist–just be assured that it’s so powerful it will take your breath away. In the end, fueled by love–and more–Elegy becomes a movie that I was thrilled to see and one I recommend all women and men see together.

Though the movie is gone from local theatre screens, you’ll soon be hearing a lot about it because awards season is just around the corner. Penélope Cruz is a sure bet for an Oscar nomination for best actress, and director Isabel Croixet is already in pre-production for her next feature, shooting in Tokyo.

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