Elegy

First met touting his book on hedonism in America on "Charlie Rose," aging baby-boomer David Kepesh (Ben Kingsley) teaches practical literary criticism at an unnamed Gotham college. He makes a regular habit of sleeping with his students -- after they've got their grades, of course, so as to avoid sexual-harassment suits.

Instantly besotted by shy, Cuban-born beauty Consuela (Penelope Cruz), David initiates a passionate affair -- at least on his side -- visualized by some low-lit sex scenes. He keeps quiet about it, however, with his regular shag buddy and ex-student Carolyn (Patricia Clarkson), a high-powered businesswoman.

Adaptation by Nicholas Meyer (who also scripted the much less successful film version of Roth's "The Human Stain,") heightens the role of David's friend, poet George (Dennis Hopper), to give voice to the book's musings on sexual politics, delivered as a monologue in the novel. As David becomes increasingly "deformed," to use his own telling choice of word, by jealousy, suspecting Consuela will leave him for another man, George counsels him to chill out and accept the inevitable. "Stop worrying about growing old," he advises, "and think about growing up."

Unfortunately, despite his suave line of patter and clipped English sangfroid, David reverts to adolescent-worthy behavior, stalking Consuela on her nights away from him. At the same time, he refuses to offer her a future, even though that's clearly what she wants. An aesthete above all, David is unable to see beyond Consuela's perfect body and into her generous spirit.

A subplot (which Meyer's script ties more tightly to the main story than Roth's book did) limns David's fractious relationship with his doctor son, Kenny (Peter Sarsgaard). He's never forgiven David for leaving his mother when he was a kid, and is so determined not to repeat the pattern that he clings to his marriage even though he's fallen for another woman. George is also unfaithful to his wife, to Consuela's disgust.

Boys will be boys would seem to be the implication. Yet the script, femme helmer Coixet and star Cruz never let Consuela become a mere sex object. Even though David narrates and male voices generally dominate, Consuela's own unpredictable humanity pierces the illusions surrounding her. Pic's last-act reversal turns precisely on this thematic crux, making for an emotionally complex climax that, while it takes liberties, remains true to the spirit of Roth's unflinching endgame.

Coixet, who also takes a camera-operator credit under d.p. Jan Claude Larrieu, offers here a complementary companion piece to her breakout work "My Life Without Me," which also took imminent mortality as its key theme. Neither judgmental toward her characters nor too sentimental about them, she casts a cool gaze and tells the story cleanly, although she has more of a feel for the pain than for the fleshy pleasures of the story.

Perfs are beautifully in tune as scenes unfold in a series of near-musical dialogue duets, with Kingsley offering finely phrased arias of self-deprecation and despair. Despite the age difference, he and Cruz (who's never been better in English) look somehow chemically balanced and credible as a couple in a way Nicole Kidman and Anthony Hopkins never did in "The Human Stain."

Hopper takes a welcome break from the heavies and loonies of his late career to the sophisticate he's more like in real life, while the protean Sarsgaard is typically convincing as the uptight, conflicted Kenny. Clarkson similarly works wonders with her small but crucial role, and deserves bravery credit for disrobing in a movie that also features a naked Penelope Cruz.

Craft contributions are unfussily pro. Pic strikes a slightly duff note, however, with the musical choices (Coixet also takes a music-supervisor credit), recycling two of cinema's most instrumental pieces: "Gnossiennes No. 3" by Eric Satie, and "Spiegel im Spiegel" by Arvo Part. A worldwide moratorium should be imposed on their use by any film for the next 50 years.

Camera (color, video-to-35mm), Jan Claude Larrieu; editor, Amy Duddleston; music supervisor, Coixet; production designer, Claude Pare; art director, Helen Jarvis; costume designer, Katia Stano; make-up, Victoria Down; sound (Dolby Digital), Rob Young; assistant director, Sandra Mayo; casting, Heike Brandstatter, Coreen Mayrs. Reviewed at Berlin Film Festival (competing), Feb. 10, 2008. Running time: 111 MIN.