Kazan and Dano in Ruby Sparks.

If you’re an actor looking for work, it helps to have a girlfriend who is a writer. So Paul Dano, whose dour, limburger face is matched only by a charisma that is the screen equivalent of road kill, is a lucky fellow. His roommate and offscreen squeeze, Zoe Kazan, has provided them both with the screenplay to Ruby Sparks, an engaging if lightweight romcom directed by Jonathan Dayton and Valerie Faris, the team that hit pay dirt with Little Miss Sunshine. This one passes the time pleasantly enough, but history isn’t likely to repeat itself. The script is breezy, but neither of the two leads have the heft or charm to carry an entire feature-length film—separately or together. I kept wondering, while glancing at my watch, what it would have been like with Channing Tatum and Amanda Seyfried, or James Wolk and anybody.

The morose Mr. Dano plays Calvin Weir-Fields, a shy novelist in horn-rimmed glasses who wrote a best-seller at 19 but now suffers painfully from writer’s block. Well, naturally; it’s ten years later, and he doesn’t even own a computer. So emotionally underdeveloped that his shrink (welcome back, Elliot Gould) gives him a fuzzy stuffed toy to cuddle with on the couch while he’s being analyzed, Calvin is awkward, socially inept and unable to get laid. So along comes a girl he calls Ruby Sparks, who falls in love with him faster than he can speed-dial his own cell phone. There’s just one snag. She exists only in his imagination. What happens next comes from the filing cabinet reserved for discarded Twilight Zone episodes. She moves into his house, his bed and his kitchen, invading every space. The only person he can confide in is his sympathetic brother, Harry (handsome Chris Messina, who looks nothing like Paul Dano). “She’s like Harvey, except she’s not a giant rabbit!” Ruby (played by the wide-eyed Ms. Kazan, who neglected to write herself the best part) can eat, sleep, walk, talk, make love and stage domestic arguments, and Calvin adjusts to his first affair with adoring acceptance. But after a corny, contrived falling-in-love montage of zombie movies, penny arcades and video games, Ruby starts materializing. Other people start seeing her, too, including the doubting Harry. But instead of fulfillment, she starts challenging Calvin’s well-ordered male supremacy. On a weekend in Big Sur with his bohemian mother (a criminally wasted Annette Bening) and her younger lover (ditto Antonio Banderas), Ruby wins everyone over and becomes the opinionated, fun-loving life of the party. Back in Los Angeles, she gets bored, begins spending the night at her old apartment, partying with a new group of friends and seeking her own independence. This is not what Calvin had in mind, so he starts re-writing his character. Ruby is transformed, according to the sentence he just typed, and returns, clinging to him more than ever. Her actions, thoughts, opinions and moods are all controlled. When she feels sad, he writes her happy. If Ruby starts to leave, he writes her needy and dependent. All of which gives Ms. Kazan a wide spectrum of moods to play. Who wouldn’t crave a relationship you can modify just by writing a new paragraph? But alas, what happens when your creation develops a mind of its own?

Ms. Kazan, granddaughter of the great Elia Kazan, oddly shows little cinematic technique as an actress, but as a writer she has penned a whimsical view of male self-absorption and obsessive egotism as droll as it is shrewd. It’s still a movie with no payoff (even the epilogue smacks of refried Rod Serling), and the fanciful conceit goes nowhere fast. Ruby is like Ryan Gosling’s inflated sex toy in Lars and the Real Girl. The difference is that she can walk the dog, wax the floor and scramble eggs. But she eventually grows just as tiresome as the puppet who wants to be Pinocchio. The movie is sweet, but it’s a lollipop of whimsy. Lick it and it’s gone.

rreed@observer.com

RUBY SPARKS

Running Time 104 minutes

Written by Zoe Kazan

Directed by Jonathan Dayton and Valerie Faris

Starring Paul Dano, Zoe Kazan and Annette Bening

1/4

Peter Gallagher, a natural replacement for Jimmy Stewart (RKO, Getty)

Considering the other male lead in this stage adaptation is Bryan Cranston, you have to wonder why Peter "Remember How I was Creepier than James Spader In Sex Lies and Videotape?" Gallagher snagged the lead over the Breaking Bad star. We know that Mr. Cranston can do the Bailey's conflicting emotions of simultaneously confused, suicidal, and goofy: just look at him as the dad as Malcolm in the Middle.

Annette Bening will also costar as Mrs. Mary Bailey, proving that in an alternate universe, Carolyn Burnham finally got her King of Real Estate.

It's a Wonderful Life, adapted by Tony Palermo and directed by Bart DeLorenzo, set for Dec. 10 at the Gil Cates Theater.

Seeing Annette Bening in The Kids Are All Right—seeing her face register a spectrum of feeling as if it were the evening news—I was more than ever convinced that she is one of the greatest ever American film actors. And it's all in that magnificent face, which is arguably the face of our moment.

Every great Hollywood face has a distinguished genealogy. In Ms. Bening's, you find a strong echo of Ida Lupino's determined toughness and the faintest trace of Jean Seberg's waifish androgyny. But Ms. Bening has her unique quality: an unforgettable indistinctness. What is special about Ms. Bening's face is that it is a series of almosts. The nose is too strong to be demure, and too delicate to be large; the chin stops just short of being either rounded or dramatic; the mouth could be full or thin, depending on her mood or yours.

Part of the genius of director Lisa Cholodenko in this small masterpiece is to capture an elusive butchness in her star. Behind Ms. Bening's presentation of heterosexual beauty is a robust laughter at men and at the comedy of sex with men. Ms. Bening's short hair, with its meticulous dishevelment, with its punkish and puckish tufts, seems to be hinting at another identity altogether, the way V.S. Naipaul's African jungle is always about to reclaim civilization, or the way an expensive perfume so subtly hints at a primal scent. The crux of Ms. Bening's artistry is the way she expresses a startling simultaneity of antithetical qualities. In what is perhaps Ms. Bening's most playfully autobiographical role, Virginia Hill, Bugsy Siegel's lover-Bugsy played by Ms. Bening's real-life husband, Warren "12,775" Beatty-she shocks you by revealing the sudden vulnerability and fear underneath the callous seductress, and then shocks you again with the revelation of ruthless amorality underneath the vulnerability and fear.

Of course Ms. Bening, like all great American actors, is telling us what we think we know about her real-life story as she is performing her character. Any wife of Warren Beatty who has had four children with him has got to have reached a level of irony about custom and conventional appearances that is somewhere at the elevation of the Hubble Space Telescope. And since we are all, on the social and the personal level, moving through what seems like some daily realignment of everything we thought we knew to be steady and true, Ms. Bening's distillation of her experience into her characters' faces has a universal quality.

There is one exemplary moment in Ms. Bening's film career that captures this environment of blurry, running certitudes. It occurs at the end of Mrs. Harris, another one of those tiny gemlike films with prismatic themes and characters that Ms. Bening is drawn to. She plays Jean Harris, the prim, neurotic, dreamy, obsessive headmistress of an exclusive private school who has fallen in love with the egomaniacal Herman "Hy" Tarnower-performed to perfection by Ben Kingsley-a Westchester cardiologist who wrote the best-selling Scarsdale Diet book. For years, they have been torturing each other, with Jean getting the worst of it, as the Beatty-like Herman betrays her again and again. Having just discovered yet another betrayal, Jean confronts Herman on a stormy night in his bedroom. They argue, she pulls a handgun from her purse and shoots him four times. As he lies dying on his bed, Jean tries to call for help, but she can't get through. "Hy," she says, "it's broken. I think it's gone dead."  "You're probably right," he mutters. Sitting on the edge of the other twin bed, resting her chin in her hand as if bored by the same old quarrel between them, she replies, almost in exasperation, "That's the only civil thing you've said to me tonight." 

Ms. Bening delivers the line with such exquisite, balletic poise that it is impossible to describe using a single quality. Just when you think it might be deadpan, you realize that it possesses an inflection of meaning, but you cannot fathom just what that meaning might be. It is a sincere reproach, which makes it absurd and perhaps insane, given the fact that she has just fatally wounded him; it has a hint of self-conscious malice; it has an import of irritation as if she, the murderer, has been genuinely put out by having to drive five hours in the rain to shoot her lover only to encounter rudeness and a lack of generosity. Underneath all that, there is a kind of cosmic laughter emanating from the actress herself, as if she had experienced in her very bones the fact that all the world is a stage.

Or in a different emotional key entirely, watch the expression on Ms. Bening's face as the regretful, embittered, broken, surviving character in Mother and Child witnesses her elderly mother suddenly die in her hospital bed. The mixture of surprise and disbelief and pain slowly expanding through fascination into horror strikes me as utterly contemporary, precisely the response of we who, cushioned by technological wonder, are possibly more removed from the reality of death than any previous civilization, until it suddenly arrives.

Crazy, mobile, ever-shifting American truth now resides in Ms. Bening's 52-year-old face. Her age is significant, just as the fact that she seems not to have done any cover-up work on her face is significant. The Kids Are All Right is like a defiant gesture to an industry that discards actresses at the age of 40, as well as to a culture that has every woman, young and old, walking around tormented and stuck inside the burqa of a commercialized ideal of feminine beauty. To top it all off, Ms. Bening's postmodern simultaneity reaches the pitch of perfection in this film: She is the masculine-feminine harmony that, in Aristophanes' old parable, got tragically split into the two sexes. Yet her character is essentially, timelessly conservative. She is a lesbian Father Knows Best.

Along with the superb Julianne Moore's unabashedly ripening face, Ms. Bening's deepening lines and the loosening skin on her neck and her life-heavy eyes tinted with wisdom and humor compose a kind of quiet militancy. The Russians once had Anna Akhmatova, the symbol of strong, enduring Russian women who kept their families and society together as their men were executed or disappeared into the gulag. We have Annette Bening. If she can flip the bird to shallow aesthetics, flaunt her beauty through her aging and survive even Warren Beatty, then America has a future in its decline.

editorial@observer.com

Despicable Me

What's the story: Otherwise known as the 3D animated movie that isn't Toy Story 3. Or Shrek Forever After. Universal's entry into the Summer of Animation feels a bit mysterious, if only because the trailers remain fairly vague. But here are the basics: Gru (voiced by Steve Carell) is a supervillain who gets thwarted in his attempt to steal the moon when three orphaned girls come into his life. Touching life lessons and hilarious 3D effects ensue. Jason Segal, Russell Brand, Will Arnett and Julie Andrews provide supporting voice work. If you have kids - and don't feel like seeing Toy Story 3 for a fifth time - this is your winner.

Who should see it: Buzz and Woody.

Predators

What's the story: Have you been sitting there waiting for a sequel worthy of the 1987 endlessly quotable Arnold Schwarzenegger action romp Predator to hit theaters (sample dialogue: "Get to the chopper!")? Well good news! Producer Robert Rodriguez and director Nimrod Antal -- real name, fyi -- bring you Predators, which despite the presence of three other Predator sequels appears to be the heir apparent to the original film. Adrien Brody leads a motley crew -- Topher Grace, Alice Braga, Laurence Fishburne -- as a group of criminals and hardened military types try to outwit a bunch of massive alien monsters who can become invisible at any moment. The reviews have been solid -- calling Predators a midnight movie classic in the making. Hey, Brody didn't win that Oscar for nothing, right?  

Who should see it: Arnold.

The Kids Are All Right

What's the story: The best reviewed movie of the summer -- non-Toy Story 3 and Inception division. Lisa Cholodenko's Sundance favorite has found near unanimous critical approval -- our Rex Reed gave it three eyeballs -- and it seems to be the one-stop-shop for all your summertime Academy Award withdrawals. To wit: Annette Bening and Julianne Moore star as a lesbian couple raising two children (Mia Wasikowska, Josh Hutcherson) who have their life upturned when their sperm donating father (Mark Ruffalo) comes back into the picture. Expect new age family values and a whole lot of bathed-in-sunlight California vistas.

Who should see it: People who already saw Cyrus.

Somewhere behind Ms. Bening was Caryn Zucker, wife of NBC president Jeff; somewhere in front was hedge fund wife Lisa Falcone. "I don't think I have ever been to an event like this," Ms. Bening said. "I don't even live in New York, I live in LA. It's amazing. I am sort of ... my jaw." She paused. "In the bathroom, there was a little box of things, and I thought, 'Is that soap or is that sugar candy?'"

Later, she joined Tina Brown, Ms. Zucker and Jane Fonda (in shades).  

"I just want to take a moment to acknowledge my two beautiful co-chairs today--Jane Fonda and Tina Brown sitting in my living room!" announced Ms. Schwarzman, who herself has an adopted daughter (with first husband Austin Chilton Hearst). "I won't editorialize because I hate people who do that, but it's a film that is important, about a fundamental issue to every one of us in the room who is female." She introduced the director, Rodrigo Garcia (son of Gabriel García Márquez), who took questions. Art adviser Kim Heirston asked whether the film's title has any religious significance-it didn't-and socialite Judy Taubman asked, "Why did you make the younger girl so repulsive? The way she said things-it was just so unpleasant." Some people laughed and rolled their eyes. Some shouted: "It was a defense mechanism!"

Diane English’s The Women, from her own screenplay, is supposedly based on George Cukor’s 1939 adaptation by Anita Loos and Jane Murfin of Clare Boothe Luce’s 1936 Broadway play. Both the 1936 play and the 1939 movie were funny in a bitchy, misogynist way. Luce was said to have loathed New York society women, and enjoyed ridiculing their fetishes and foibles. Ms. English’s strongly feminist take on the material divests the comedy of all its humor. Actually, Ms. English’s new version of the 1930s artifact has more in common with the warmly womanly wiles of Sex and the City than with the acid wit of the original version of The Women. Indeed, one wonders why Ms. English chose to depict this particular narrative of conjugal love betrayed at least momentarily as almost a tragedy for a woman when divorce is so much more common today on and off the screen than it was 60 years ago.

The casting of Meg Ryan in the original Norma Shearer role of the aggrieved wife, Mary Haines, is not especially outrageous in itself. But whereas Shearer’s character never worked a day in her life, Ms. Ryan’s character maintains a part-time career as a designer for her father’s clothing store. (This in addition to such perks as a beautiful home in Connecticut, an adorable 12-year-old daughter, and a Wall Street titan of a husband). Still, the biggest change from the original is the casting of Annette Bening as Mary’s best friend, Sylvie Fowler. In that role, Rosalind Russell was a scathing delight as a shameless gossip and a farcical provocateur. She is certainly no friend of Mary’s.

Ms. Bening’s Sylvie, unlike her jobless predecessor, is the high-powered editor of a celebrity magazine, and is forced to betray Mary to save her own job by placating a valued contributor to the magazine. The contributor’s speciality is all the dirt on Wall Street marriages. Not to worry, Mary and Sylvie eventually make up and Mary regains her husband, who gets over Eva Mendes’ Crystal Allen, the department store’s perfume spritzer girl. Ms. Mendes is too transparently vampish to be as magical as Joan Crawford was in that role in the original.

Ms. English has her feminist heart in the right place, and she mixes races and sexual predilections to populate Mary and Sylvie’s circle with possibilities that the lily-white straight damsels of the movie ’30s never imagined existed.

This contemporary broad-mindedness is admirable, but not sufficient to compensate for the lack of comic friction. This is to say that as much as I enjoy current actresses like Ms. Bening and Ms. Ryan even in a lost cause, I cannot recommend the latest reenactment of The Women as anything special.

asarris@observer.com

The release date of Mr. Forster's Finding Neverland was reportedly delayed because it was deemed too soon after P.J. Hogan's 2003 live-action Peter Pan, made 50 years after Disney's popular 1953 cartoon rendition of the play (and almost 80 years after Betty Bronson scored a fondly remembered triumph as a winsome Peter Pan in Herbert Brenon's 1924 silent film version, a mere 20 years after the play's 1904 premiere on the London stage). In the interim, we've had Mary Martin and many other boyish females flying about in theatrical venues across the world.

I must confess that, as far back as I can remember, I thought the very idea of Peter Pan a bit creepy-and this was long before Michael Jackson came along to poison the well of retrogressive whimsy. Up until now, I've deliberately remained so ignorant of the entire subject that I'm still not sure whether Peter Pan asks the audience to clap if they believe in fairies to save Tinkerbell or Wendy Darling.

Still, I was somewhat impressed when Alfred Hitchcock told me that one of the high points of dramatic art in the Western world was the moment when Peter Pan asked the audience to clap. It seems that Hitch had always wanted to film Barrie's Mary Rose, with its ghostly theme, but the studios would never back him. I can only speculate that Vertigo (1958) was the next closest thing to expressing and exorcising his deepest feelings about mortality and denial.

On its own terms, Finding Neverland succeeds as a self-contained emotional experience because of its departures from biographical accuracy, and in spite of them. The documented facts would have been much messier to adapt to the screen. For example, the five real-life Llewelyn Davies boys would've been more unwieldy to shoot than the four depicted in the film. Likewise, including the boy's father, Arthur Llewelyn Davies, would have been an obstacle in portraying Barrie's casual access to the boys for playtime frolics in the park-research material for the play that would later make him a national treasure. Hence, in the film, the boys' father is recently deceased, so that they-in particular Peter, the youngest-would still be grieving for him when Barrie appears on the scene as a strange sort of surrogate father and playmate (a role that the real-life Barrie legally assumed after their mother died).

Yet in the film, the mother also dies-much earlier than she did in real life-with Barrie as a climactic consoler. As the audience brushes away their tears, one may feel manipulated (or not), but Mr. Depp's unyielding restraint in this and all other potentially sticky situations places him in a virtual three-way tie in my winter Oscar picks, along with Jamie Foxx ( Ray) and Paul Giamatti ( Sideways). Mr. Depp's portrayal of Barrie is marvelously discreet, just subtle enough to let the well-placed fantasy sequences run rampant without undermining the central narrative. Mr. Depp's Barrie evolves within a behavioral vacuum that encourages and inspires all the uninhibited tumult of childhood to fill it.

The film begins with the somewhat mystifying mise-en-scène of opening night at the theater, with hubbub on both sides of the curtain. We witness what is eventually a momentary setback in Barrie's playwriting career, setting the stage, as it were, for his luminous success with Peter Pan. We're introduced to Barrie as a shy, insecure but still decisive figure who aims to please both theater patrons and critics, and who becomes quietly distraught when his play is rebuffed by both. We're introduced to his prophetically exasperated wife, Mary Ansell Barrie (Radha Mitchell), and to his comically stoic producer, Charles Frohman (Dustin Hoffman), who views the looming financial disaster of the evening with a calming sang-froid. The delicacy of these sequences provides early assurances of a light touch in Mr. Forster's directorial approach.

The separate bedrooms in the Barrie household evoke not only a loveless marriage, but also an upper-class existence with the full complement of servants. Not that Barrie's subsequent forays in the park with the Llewelyn Davies brood mark him as a predator of the less advantaged. Indeed, when Barrie is introduced to the beautiful mother of the boys, Sylvia Llewelyn Davies (Kate Winslet), and their beautiful but formidably disapproving grandmother, Mrs. Emma du Maurier (Julie Christie), the widow of the celebrated illustrator and novelist George du Maurier, it's Barrie's social-climbing wife who insists that he invite the whole family to dinner. The French-born du Maurier, the creator of such eccentric creatures as Trilby and Svengali in his second novel, Trilby (perhaps best known these days as the inspiration for Gaston Leroux's The Phantom of the Opera), is not the only cultural name dropped in the course of the film. Ian Hart plays a friendly gossip who warns Barrie about his "unseemly" association with four boys and their comely widowed mother, a woman not his wife. Not until the closing credits do we discover him to be Arthur Conan Doyle.

So the dinner is held, and ruined in Mary Barrie's eyes when her husband persists in playing the clown for the boys' amusement. Mr. Depp thus expresses through Barrie a quiet fanaticism at work, a stubborn belief in the spiritual supremacy of childhood in human existence. Barrie's own spiritual desolation is traced back to the death of his older brother, a loss that left his mother too inconsolable to pay attention to her younger son. In desperation, Barrie dressed up in his brother's clothes, and was rewarded with the first intent glances of his mother toward him.

One might say that the wounded boy, James Barrie, never really grew up-and thus, in literary terms, the deep appeal for him of boys who refused to grow up. Yet this would constitute a grotesque oversimplification. It is not simply growing up that's at issue here, but rather facing the fearsome issues of life and death at an early age. Barrie lived at a time when childhood deaths were more common than they are today. The crocodile with the clock ticking in his belly chews us all, as one of Barrie's elderly theatergoing admirers tells the pensive author. Barrie responds with a wondrously startled expression at the old lady's good-natured perspicacity, even after that same crocodile has swallowed her own husband.

The integration of childhood and adulthood has never been more felicitously achieved than it has here, with the perfect casting of Mr. Depp, Ms. Winslet, Ms. Christie, Ms. Mitchell and Mr. Hoffman on the grown-up side, in tandem with the Llewelyn Davies brothers: Jack (Joe Prospero), George (Nick Roud), Michael (Luke Spill) and the heartbreaking youngest, Peter (Freddie Highmore). It's sobering to note that in real life, two of the Davies boys died as young adults, and that Peter himself-who never came to terms with the unwanted celebrity he received as the model for Peter Pan-threw himself under a train at the age of 63. Perhaps to cheat the crocodile of time?

Still, I'm sure that if Hitchcock were alive today, he'd lead the clapping when asked if he believed in fairies by that convincingly eloquent Scottish actress, Kelly MacDonald, as the most evocative Peter Pan for the ages. As a work of art, Finding Neverland establishes its limits and then transcends them to provide a glorious entertainment for this holiday season.

Bravo, Bening

István Szabó's Being Julia, from a screenplay by Ronald Harwood, based on the novel Theatre by W. Somerset Maugham, continues the lend-lease policy of American and British actors exchanging nationalities. Hence Jude Law in the Old South of Cold Mountain and Liam Neeson in the Kinsey Institute of Indiana in one direction, and Renée Zellweger's Bridget Jones and Annette Bening as British stage actress Julia Lambert in the other.

Ms. Bening has been away for so long that one is inclined to plug Being Julia hard, if only to keep her working in movies more often. The image of Ms. Bening materializing from Michael Douglas' bathroom in The American President (1995) in seemingly nothing but a man's shirt and a blazingly affirmative smile is one of the most erotic moments in the history of the American cinema, but that was almost a decade ago.

The movie here is reasonably faithful to the original Maugham story, which I read about a million years ago, and the supporting cast is mostly first-rate, particularly Jeremy Irons as Julia's producer/husband, Michael Gosselyn; Bruce Greenwood as Lord Charles, her loyal gay admirer; Juliet Stevenson as Evie, her faithful dresser; and Michael Gambon as her late, ghostly first drama teacher, Jimmy Langton.

Where the casting slips up considerably is with her young lover, Tom Fennel, played by an excessively callow and transparently insincere Shaun Evans, and her younger rival both onstage and in the bedroom, Avice Crichton, played by Lucy Punch as a grotesque caricature of a temptress. Indeed, as I watched Ms. Punch smirking with self-adoration at every opportunity, I leaned over to my companion at the screening and whispered, "This girl makes me appreciative of Anne Baxter in All About Eve." As Eve Harrington, Baxter was all that Bette Davis' Margo Channing could handle-and then some. The same goes for Cameron Diaz and Julia Roberts in My Best Friend's Wedding, a more or less even match. But here, Julia has it much too easy getting her own back against a completely charmless rival. But as I listened to the joyously womanly laughter in the Paris Theatre, I realized that most female viewers of a certain age so completely identified with the seemingly fading Julia that they didn't want anything remotely resembling a close contest between her and that talentless bitch. I don't blame Ms. Punch entirely: She was obviously told not to do anything subtle or interesting vis-à-vis Ms. Bening.

My second objection to the film has to do with the idiocy of the lines presumably spoken on a London stage in 1938. Much of Ms. Bening's supposed upstaging of Ms. Punch on opening night has to do with the way the two actresses play a scene as one of the characters keeps sneezing when trying to say something important. The theater audience of 1938 is supposed to find this simply hilarious; I didn't, although I enjoyed watching Ms. Bening in close to top form, and I think you will, too.

Do You Remember Me?

Charles Shyer's Alfie, from the screenplay by Elaine Pope and Ms. Shyer, based on the stage play (and later screenplay) by Bill Naughton, has been unflatteringly compared to the original Alfie (1966), with Michael Caine in the womanizing role taken on in the remake by Jude Law. As far as I'm concerned, denouncing remakes for not living up to the original is like shooting fish in a barrel: So what else is new? If a remake slavishly follows the original, it lacks imagination; if it takes great liberties, what was the point in doing it in the first place?

The two versions of Alfie are very different. One takes place in swinging-60's London, the other in post-millennial Manhattan. Mr. Caine is a Cockney playboy, and his accent carries with it a certain class pathos; Mr. Law is a footloose Brit on the prowl in post– Sex and the City Manhattan, where the local chicks reportedly drool over men with British accents. It seemed to me, as a Manhattanite, that the film's midtown streets were overloaded with sexually ferocious babes-hardly members of the working and walking population I encounter in my daily travels. Yet there seemed to be more targets for the first Alfie than for the second. In London, Mr. Caine's Alfie could choose from among Shelley Winters, Millicent Martin, Julia Forster, Jane Asher, Shirley Anne Field, Vivien Merchant and Eleanor Bron. In Manhattan, Mr. Law's Alfie has his pick of Susan Sarandon, Jane Krakowski, Marisa Tomei, Sienna Miller, Nia Long and a comically landladyish Renee Taylor. Otherwise, the original Alfie was as much overrated as the remake is underrated. Split the difference.

No matter. She turns this glistening, gold-leaf adaptation of W. Somerset Maugham’s novella Theatre into an effervescent personal triumph and provides an entertaining diversion for jaded audiences longing for a break from idiot comedies and wrist-slashing dramas of human suffering. There’ll be plenty of both between now and Christmas, so grab a chunk of pure pleasure while it lasts. In a kind of Merchant-Ivory version of All About Eve, Ms. Bening plays Julia Lambert, a temperamental stage legend in the 1930’s, married to a dashing producer (Jeremy Irons) who keeps her name in lights season after season. Approaching the mature years when she is becoming more reluctantly suited to Lady Macbeth than Desdemona, Julia finds both her star status in London’s West End and her marriage to Michael wafting into the yawn of a midlife crisis. This is not exactly an "open" marriage, but Julia has heard the rumors of Michael’s dalliances. Not ready to retire, yet mortified at the prospect of a future playing mothers in supporting roles, and saddened by the fact that the bloom is coming off the rose in every direction at once, Julia is frankly distraught.

So she does what Bette Davis would do: She throws a tantrum, moves her entourage to her country estate and takes a lover half her age—a pretty, attentive and rollickingly sexy American boy named Tom Fennell (Shaun Evans). Bewitched and bedded, Julia comes back to life with a rejuvenated vengeance, ravenously devouring each day (and her new swain) like she would a scone with jam. Everyone is skeptical, especially Julia’s cynical, been-around stage dresser and confidante (Juliet Stevenson) and her jealous, neglected lesbian patroness of long standing (Miriam Margolyes), who has been backing all of Michael’s projects and all of Julia’s starring vehicles for years. But Julia ignores every warning, gulping from the Fountain of Youth with gurgling choruses of girlish giggles. The milk sours when she finally realizes, heartbroken and devastated, that her brash young Yank is an opportunist who has been using Julia to launch his girlfriend’s career with the ingénue role in her new play. Worse, Michael has fallen for the little tart himself.

But there’s no gas pipe for Julia. She hasn’t clawed her way to the top for no reason, and now, like Crawford, Davis and Stanwyck, it’s her turn to toss away her Kleenex, fasten her seat belt and orchestrate her revenge. Saving her razor-sharp wits for opening night, Julia pulls out all the stops in the third act—a gem of sustained comedic timing in which she wipes the stage with the gold-digging ingénue (Lucy Punch) and the drunken second-rate playwright (Maury Chaykin), brings down the house, turns a dreary play into a smash hit, wins back the esteem and respect of her wayward husband, and resuscitates her career with a standing ovation. Like all great divas, "being Julia" means finding renewed self-confidence in the inspiration that comes with power.

Even in such formidable company as Rosemary Harris, Rita Tushingham, Maury Chaykin, Sheila McCarthy and Michael Gambon, Annette Bening makes Julia a multifaceted creature with a luxurious emotional range who must learn how to live offstage as well as on. Her laugh begins deep down around her waist and quivers ecstatically to the surface like champagne bubbles. She is luminous throughout. Jeremy Irons matches her every movement as the cuckolded husband who gets a taste of his own diffident medicine when Julia harvests her wild oats. I like the way the marvelous writer Ronald Harwood ( The Dresser) sets up their relationship in his smart, sophisticated screenplay. They give each other space and respect each other’s individuality, and in the end you realize they actually have a very deep bond that acts as adhesive. Even though their union is affectionate but sexless, they hold together when everyone else falls by the wayside, which allows for a satisfactory pattern of aberrant behavior followed by forgiveness.

Like Bette Davis and Gary Merrill in All About Eve, they give each other a run for their money, a mutual respect based on honesty and the room to make fools of themselves. If you cut your partners enough slack in the summer, they’ll always come home in the fall. The ingredients for a long-term relationship are beautifully chronicled by Hungarian director István Szabó against the opulent backdrop of period settings filmed in both London and Budapest. More closely associated with dark and brooding epics like Mephisto and Sunshine, director Szabó stages Being Julia for light, bright fun. Who knew the ghost of Ernst Lubitsch was lurking inside him, waiting to break free?

P.S., I Love You

More radiance glows warmly from the ethereal Laura Linney in P.S., indie-prod wunderkind Dylan Kidd’s eagerly anticipated follow-up to his 2002 art-house hit Roger Dodger. Shifting gears from the neurotic, staccato rhythm of that critical and film-festival-circuit big deal, Mr. Kidd goes tender and reflective with the quirky story of an older-woman/younger-man relationship fraught with passion and angst. I preferred the satirical urban bitterness of Roger Dodger to the limp, not always convincing romanticism of P.S., but there isn’t much else in life I prefer to Laura Linney. She plays Louise Harrington, a 39-year-old director of admissions at Columbia University’s School of Fine Arts—lonely, a failed artist who never realized her own dreams, divorced but still friendly with an ex-husband for whom she no longer feels any sexual attraction, a woman wondering "What did I do wrong?" and "Whatever happened to me?"

One day she receives an application from a student with the same name—F. Scott Feinstadt—as a high-school boyfriend she used to love. She has never recovered from his premature death 20 years ago, so when she comes across this student with the same name, telephone voice and handwriting, she comes unhinged. Has he returned from the dead? Could this be his son? They meet for an interview and the boy (Topher Grace) looks like him, too. Before you can register yourself for Ghostbusters 101, they are into the sheets so fast that Old Man Incredulity raises his ugly head—especially when the young man calls his mom after orgasm and reports, "It went well, I think—I was in and out." Marcia Gay Harden makes a brief appearance as Louise’s best friend, who pops in from California and has a go at the young man herself. But mostly the Sturm und Drang centers on Louise’s midlife crisis, her frustrated, lovelorn misery and the way she forces herself to re-evaluate her own romantic priorities in time for a happy ending.

The cast, which includes Gabriel Byrne, Paul Rudd and Lois Smith, is stellar, and Ms. Linney is a great deal more: The shifting emotions cloud her face like a change in the weather. While the mysticism that forges this couple’s mutual attraction is abandoned, the intensity of their passion and the impractical collision of their age differences leave them exhausted. The director forfeits the catalytic-converter style of his earlier work, favoring conventional camerawork that is more self-consciously static than emotionally involving. For some odd reason, Mr. Kidd has also adopted an annoying habit of filming everything in close-ups, framing the actors’ reactions without ever showing what they’re reacting to. Too many questions go unanswered in P.S., too many issues left unexplored. But Laura Linney’s rueful awakening from middle-aged slumber and Topher Grace’s balancing act between boyish lust and grownup integrity are irresistible.

Men on the Verge

The best movie I have seen lately is Sideways, a wise, soulful, honest, appealing, sometimes hilarious, often touching, relentlessly human and always entertaining movie about two middle-aged dorks on a road trip through the California wine country. Directed and co-written (with Jim Taylor) by the gifted, self-assured Alexander Payne (Election, About Schmidt), it has the same vibrant intelligence and keen observation of human foibles as those previous films, along with a lot of substantial emotional poignancy. Like Jack Nicholson in About Schmidt, Miles (limburger-faced Paul Giamatti) and his best pal Jack (Thomas Haden Church) are lonely, low-key losers who head north from L.A. in search of macho reasons for the cruelest kicks in the groin of life. Miles is a balding, divorced eighth-grade schoolteacher with no sex appeal and a boring fascination with wine-tasting. He is seriously depressed. Jack is a fading actor, best known for a Spray & Wash commercial, whose once-ardent reputation as a ladies’ man is fading as fast as his career prospects.

A week before Jack’s wedding, the guys decide to celebrate his last week of freedom. While they argue and try to get laid, we get a tour of the vineyards where the grapes of wrath are stored, and learn a lot about cabernet sauvignons and chardonnays. We also get to hang with two foxy chicks—a wine merchant named Stephanie (Sandra Oh) and a waitress named Maya (Virginia Madsen). Clocking in equally glorious episodes of sadness, sexual ecstasy, violence, absurdity and wrenching pathos, Mr. Payne teaches the audience a lot about love, pain, humiliation, the thwarted dreams of men and pinot noir. It may be a guy thing, but I think this blissful meditation on masculinity and loneliness will capture the hearts of everyone with a pulse, male or female. So many movies are made about women in crisis; this time every aspect of what it feels like to be a man rapidly heading over the hill is gleefully illustrated. Nothing is what it seems.

As Miles’ depression grows, so does Jack’s sexual frenzy. "Don’t drink too much," says Jack. "I don’t want you passing out and going to the dark side." But as they test the limits of male bonding beyond all limits, it’s the happy-go-lucky Jack whose premarital one-night stands force him to take stock of his wasted life, while the miserable Miles gets a second chance he never thought possible. This is a bachelor’s last hurrah, a "week to get crazy," but nothing turns out the way you expect from conventional movies. Their odyssey beyond the wilds of Santa Barbara encompasses many adventures, including a short birthday visit to Miles’ zany mother and Jack’s riotous encounter with an oversexed wife whose husband’s unexpected arrival forces him to hobble all the way back to the motel butt-naked. Both of these guys are jerks, but Sideways is so sensibly and carefully written—and the acting so superb and natural—that you end up cheering them on to a brand-new set of "wake up before it’s too late" revelations. Sideways is difficult to assess, and it eludes description. Its strengths lie in creating wonderful characters who are offbeat and not always likable, but whose borderline insanities are desperate attempts to prove that human failures can still master something in life. Sideways is long and too languidly paced, but I’m not complaining. It crams a lot of rich and rapturous feelings into its two-hours-plus, and I was never bored. It is rare to experience a film, both wildly funny and surprisingly edgy, about awkward, embarrassed, crippled, confused and needy nerds trying to make a promising future out of a defective past. As Sideways marches straight ahead with critics and audiences alike, expect fireworks when the awards season approaches.

Ironically, America's first pro-choice movie, The Cider House Rules , appeared at the same time as dozens of quirkier non-mainstream movies ended on ecstatic notes of reproductive bliss. Pregnancy is the new romance, madonna (upper and lower case) with child the ultimate couple. Maternal duo endings foretell of infinite joy with as little thought of the morrow as the old boy-girl love stories which were sealed with a kiss and the promise of happiness forever after.

Two Mike Nichols movies trace the arc from one kind of romance to the other. In 1967's The Graduate , Dustin Hoffman and Katharine Ross thumbed their noses at convention from the back seat of the bus; in What Planet Are You From? , the couple (Ms. Bening and Garry Shandling) takes a back seat to the gurgling baby in the rear, the little gift from heaven that has sanctified their union and redeemed each from the respective plights of alcoholism and extraterrestrial infertility.

In the new plot, boy meets girl; boy and girl don't marry; girl has baby anyway. Contraceptive devices from the old pill to the new pill, RU486, are nowhere in sight. Abortion is not a choice for the hip new heroine, who-since it's her choice-chooses to keep the baby, with or without its father. In Wonder Boys , the normally astringent Frances McDormand (who did a wonderful comic turn as the pregnant policewoman in Fargo ) decides to keep her baby whether or not her flaky paramour (Michael Douglas) chooses to participate. The Earth Mother-ish ending is a sappy conclusion to a joyously original comedy that includes dog killing among its wacky proceedings.

Bravura pregnancies and touchy-feely woman-and-kid stuff are crucial elements in Pedro Almodóvar's woman-idealizing Oscar winner, All About My Mother , and Madonna's single-mom-and-gay-dad comic soap opera, The Next Best Thing . And Being John Malkovich ends with two girls and a baby, Catherine Keener and Cameron Diaz having inhabited Mr. Malkovich long enough to get whatever it takes.

Having a baby has become the salvation of choice in independent and foreign films, for masochists and whores, as in Catherine Breillat's pornographic Romance , where the promiscuous but emotionally rejected heroine finds love with a baby, and Claire Dolan , in which the hooker played by Katrin Cartlidge gets out of the trade and into motherhood. Both women are presumably purified by pregnancy, able to turn their backs on sordid sex and think about daycare, schools and S.A.T.'s. Then there's the old chestnut, the prostitute who turns a trick to support her illegitimate child-one for which weeper heroines like Ruth Chatterton and Helen Hayes won Academy Awards back in the 20's and 30's. Who would have thought that this version of the golden-hearted whore would turn up in a "radical" Dogma 95 movie like Mifune in which the pretty woman is turning tricks to keep her kid in an upscale prep school?

Life hasn't been the same since a pregnant Demi Moore appeared nude on the cover of Vanity Fair . In the old days, pregnancy had so little sex appeal that the studio heads used to send their pregnant stars into hiding-or to Europe-so as not to mar their seductive auras with associations of mewling, suckling newborns. In fact babes and babies were mutually incompatible concepts, motherhood and sexuality separated by longstanding taboo.

Nor did viewers want to see movies about babies and children. In fact, they fled to the cinema precisely to escape the turmoil of domestic and parental responsibilities. Only one screwball comedy, My Favorite Wife , featured children, and that was about a woman (Irene Dunne) who'd been marooned on a desert island and had managed to miss out on several stages of her offspring's developmental crises. When her reunion with her husband (Cary Grant) plays second fiddle to the rediscovery of her children, romance goes out the window and domesticity lumbers in.

Now, whether because of our postmodern determination to discuss all that previously remained concealed, or because there are so many aging dads and moms proud of their healthy sperm and ova, childbearing and the subject of children have moved front and center, always depicted in terms of glowing epiphany rather than sleepless nights.

Those of us not transported by the sight of a prospective father listening to kicking sounds in the pregnant mother's tummy, or sonograms showing the gender of the incipient miracle child, may be accused of churlishness or in my case-being "childfree"-of lack of empathy. The fact is, I feel the same way about sex scenes, and I'm not "sex free."

Childbirth may be a blessed event, but the problem is, it's not a dramatic event-that is, unless something goes wrong, like, say the infant is sired by the devil. And as an emotional resolution to life's crises and feelings of worthlessness, it's about as surefire a vehicle for automatic happiness as an engagement ring and possibly less efficacious than Prozac. Childbirth is not the end, a place that, once you get there, problems disappear, but a beginning in which there is as much terror as delight. Women like TV's Murphy Brown have a child to prove a point-that they are single and can do it-but there's no follow up. The implication that having a baby is a solution instead of the beginning of a difficult journey is barefaced propaganda, as is the convenient omission of any distinction between the privileged pregnant, on the one hand, who are rich enough to afford plenty of help, and lower and middle-class women struggling to combine work and child-rearing.

The pregnant woman, rich or poor, immediately becomes not freer and more empowered, but less free, a hostage to fortune, indentured to the vulnerable life that issues from her womb. Hopefully, a great love, possibly the greatest love, will envelop mother and child, but that, as we all know, is no sure thing.

Don't get me wrong. This same face was put to hilarious use in the fondly remembered Larry Sanders Show on HBO. It is a face that always expected the worst from people, and always got it. Mr. Shandling's impeccable stand-up-comic timing took care of the rest. The difference here is that whereas The Larry Sanders Show never went soft, What Planet Are You From ? ends up as a slobbering story about a baby, much like The Next Best Thing , another would-be cutting-edge satire that degenerated into a sudsy sitcom.

At one point in Planet , Annette Bening's recovered alcoholic real estate agent Susan actually asks Mr. Shandling's oddly amorous alien posing as an earthling bank officer named Harold Anderson, "What planet are you from?" Susan is, of course, thinking of the currently fashionable Mars-Venus dichotomy distinguishing and separating men and women. As it happens, Harold is from a planet far beyond Mars and even farther from Venus. That is to say, the planet is populated exclusively by highly evolved, clone-created males without emotions or sex lives. Worse still, they all dress alike in monotonously black outfits that when assembled in such seemingly monolithic conformity make the nightmare world of George Orwell's 1984 look like the flowering of the Florentine Renaissance.

Mr. Nichols tries valiantly to wring every titter out of what is very often a markedly mean-spirited script about lechery and treachery on our dirty-minded planet functioning mainly on the crotch level. Hence, Harold is endowed with a member that makes noises like an out-of-control coffee grinder when it is aroused. These days, we are all becoming connoisseurs of crotch jokes, and the ones here would get louder guffaws if all the characters were teenagers and the audience was even younger. Harold sets the faux-naïf smutty tone with his outrageously crude pickup lines and a ritualized "uh-huh" response to everything the woman says to show that he is listening. He gets off to a promising start in an encounter with a weepy chatterbox played by Janeane Garofalo in a cameo bit reminiscent of her sassy imperturbability on the aforementioned Larry Sanders Show . But once Harold gets down to earth, he gets less and less mileage out of being summarily rejected by members of the opposite sex. Unfortunately for Mr. Shandling, Buster Keaton more than a half-century ago took out the comic patent on being dissed by women through a variety of ingenious methods, in Seven Chances (1925).

Likewise, Mr. Nichols and his colleagues have mistakenly gone into too much outlandish detail about the modus operandi of the clone colony led by Ben Kingsley's steely-eyed Graydon, whom we are gradually conditioned to dislike enough to enjoy seeing him killed. The first time we see how the clone invaders get here from there and back, the process seems unduly complicated and needlessly gimmicky for a race of technologically advanced beings. But when the process is repeated again and again, it becomes too tedious to evoke even a faint chuckle. Unfortunately, the involvement of commercial air travel in the clone incursions leads to a painfully humorless subplot that wastes the talents of John Goodman as an aviation inspector on the lookout for post-Roswell aliens; he loses his job and nagging wife (Caroline Aaron) in the process.

Meanwhile, Harold illogically gets caught up in the great American rat race at the bank where he has fraudulently presented himself as a wizard of his trade, and is on the verge of being made a vice president before he is shamefully betrayed by a bank colleague pretending to be his best friend. Greg Kinnear plays this wretch, named Perry Gordon, with a villainous gusto matched by his equally predatory wife, Helen, played with femme fatale efficiency by luscious Linda Fiorentino. Judy Greer is good, too, as Harold's wacky first "conquest." However, ultimately there is only one reason to see What Planet Are You From? , and that reason is Ms. Bening, whom I would vote for as best actress of the year if I were a member of the Motion Picture Academy.

Ms. Bening has done it again, this time in an inferior film and opposite an inferior leading man. Her tone-deaf rendition of "High Hopes" when she announces she is pregnant is one of the most enchanting bursts of joyously exuberant feeling I have seen in years, almost on a par with that exquisitely erotic moment when she walks out of Michael Douglas' bathroom wearing a man's shirt and little else in Rob Reiner's The American President (1995). It's all in the eyes, and the curve of the lips. One recalls how terrific she has been in just about everything she has done in the past dozen years, and one wonders why she has not become one of our most sought-after stars. Perhaps this year's Oscars will mark her big breakthrough. It is about time.

From Israel, War and Turmoil

The 16th Israel Film Festival 2000 in New York, with a roster of close to 40 feature films, documentaries, made-for-television movies, miniseries and student shorts, ends March 9. From this impressive list, I managed to see only two features, each moderately interesting in its way, and both oddly exotic in that Israel is both so near to our political and cultural consciousness and yet so far away in its visual and sociological immediacy. Arik Kaplun's Yana's Friends , from a screenplay by Mr. Kaplun and Simeon Vinokur, is described in the program notes as "a story about Russian immigrants who land in the brave new world of Tel Aviv during the Gulf War. One million new Russian immigrants arrived in Israel, strangers in a country with a population of only 4 million. This absurd situation was compounded by Saddam Hussein's threat to utilize chemical weapons against Israel. Outfitted with gas masks, the immigrants found themselves scurrying in and out of hermetically sealed safe rooms. Strange things happened in these rooms during the weeks of war."

Strange things indeed: For Yana (Evelyne Kaplun), the pregnant and abandoned Russian immigrant heroine, hers is a relentless struggle to return to Russia, past all the government bureaucracies in her way. She eventually decides to have an abortion, and it is not treated as a big deal. She is courted after a fashion by Eli (Nir Levi), an Israeli wedding photographer who intends to go to film school in New York. In fact, most of the characters in the movie are trying to escape Israel in one direction or another. The rest of the stories are too complicated to synopsize. They involve a Russian immigrant family whose only income comes from a completely paralyzed stroke-victim grandfather, who is placed on a sidewalk next to a cafe and left to solicit contributions to his empty hat without his seeming aware of his surroundings. There he comes unknowingly into competition with an unemployed musician who plays an accordion for the public's coins of appreciation. The movie goes on and on with this bizarre rivalry that leads to a film-ending surprise revelation.

Meanwhile, Yana and Eli continue their romance all through several Iraqi Scud attacks in which they make love while wearing gas masks, which perversely serve as virtual aphrodisiacs. I must confess I haven't seen anything so strange since Madeleine Carroll and Fred MacMurray staged their climactic clinch while wearing gas masks in Edward H. Griffith's One Night in Lisbon (1941), an absurdity that elicited an outraged reaction from the late C.A. Lejeune of the London Observer. I am reminded also of George Orwell's getting the idea for the pig-led Stalinist community in Animal Farm from his having witnessed a procession of children in snout-heavy gas masks engaged in an air raid drill just before the war.

Yitzhak Rubin's White Lies is based on the simpler premise of a paranoid Israeli playwright returning from a failed career in Paris to care for his dying mother. Orna Porat as the mother and Sharon Alexander as the son carry most of the movie, and their intense relationship is far and away the best thing in it. Flashbacks to the son's lost love and failed career in Paris are rendered in distractingly awkward English dialogue that is mostly mumbled incoherently. But, as with Yanna's Friends , strong feelings emerge despite or because of a chaotic narrative.

The most breathtaking moments in White Lies occur when the mother reminisces calmly about her encounters with Doctor Mengele in the cauldron of the Holocaust. No wonder the son commits himself to an asylum after his mother's death. Jean Renoir once remarked that no American is an American and nothing else. I suspect that the same can now be said about Israel and its maddeningly increasing diversity.