Elegy (R, 2008)

"When you are 17, you do a lot of things to feel that you are moving," says Consuela (Penelope Cruz) by way of explaining a youthful indiscretion. But as ELEGY reveals, aging professors like David Kepesh (Ben Kingsley) do things like that, too. Long ago freed by divorce from a marriage he likens to prison, David has since kept company with many women, some his students. But then into his classroom walks Consuela Castillo, a Cuban woman whose "elegant austerity" endears her to him quickly, much to his surprise and horror. After all, long-term, committed relationships have never been his cup of tea. David's best friend, George (Dennis Hopper) -- perhaps the only person David is able to give to, and accept, without worry -- urges against getting involved emotionally. But his warnings are of no use: David is smitten. And the closer he and Consuela get, the more fearful he becomes of what he considers the inevitable end: That she'll one day realize she no longer wants to be with someone so much older, and she'll leave. But life, unsurprisingly, isn't that easy to predict.

Melancholic and moving, Elegy -- based on a book by Philip Roth -- is a Trojan horse of the best kind: It's a deeply emotional film masquerading as an intellectual exercise. Kingsley is masterful here; his David is empathetic -- despite the fact that he's a cad who makes no apologies for his choices. To watch him grapple with foreign emotions when he finally succumbs to Consuela is to witness an unraveling so convincing that it's painful. The rest of the cast is inspired, too, especially Cruz, who turns in a variegated portrayal of a woman so willing to love but unwilling to accept less than what she expects. In fact, hardly anything is off with this movie; it's as pensive visually as it is thematically, and the pacing is exact. Even a twist near the end doesn't cheapen the film but rather enhances it, throwing David -- and the audience -- into wildly divergent (though still believable) emotional terrain.

One objection: Director Isabel Coixet spends a lot of time exploring the idea that beautiful women aren't seen because too much attention is paid to their beauty, but despite Cruz's robust rendering of Consuela -- she says so much with as little as a shrug -- the film keeps her character at arm's length, too. She's the object, and the camera's gaze is as fawning as the professor's.

Studio: Samuel Goldwyn Company
Director: Isabel Coixet
Cast: Ben Kingsley, Dennis Hopper, Penelope Cruz
Genre: Drama
Run time: 100 minutes
Theatrical release: August 8, 2008
DVD release: March 17, 2009
MPAA Rating: R
MPAA explanation: sexuality, nudity and language