There's a sexy beast lurking beneath the smooth respectability of academic David Kepesh (Ben Kingsley), one he doesn't try to hide, even when being interviewed by Charlie Rose. Elegy opens with Kepesh plugging his new book, which details how the Puritans suppressed sexual freedom in America. He laments that it wouldn't flower again until the 1960s, with the PBS arbiter of high-culture adding his nudge-nudge, wink-wink of consent

In Spanish director Isabel Coixet's adaptation of Philip Roth's novella, Kepesh is a man ruled equally by two heads, his carnal pursuits as vital to him as his intellectual ones. Scanning the eager faces of female students, he comes upon the demure Consuela Castillo (Penélope Cruz), whose prim wardrobe and Betty Page haircut mark her as a challenging conquest. Kepesh makes his move at an end-of-semester party, showing her his etchings (actually art books of the Spanish masters), and initiating a seemingly routine affair where he serves as both mentor and lover

What Elegy captures so well is Kepesh's surprise at the depth of his connection, his Othello-level jealousy and ferocious need for Castillo to want him in the same way he desires her. Screenwriter Nicholas Meyer (Time After Time) emphasizes the tension between the doing of something and the telling of it, and constructs an elegiac portrait of a man immersed in the demands of his aging flesh who's at once outside himself looking in

Kingsley delivers voiceover narration with pitch-perfect bemusement, wondering how decades of delightfully wanton rutting could have led him to this place. And it's only by sharing the details of his attachment with his best friend, poet George O'Hearn (Dennis Hopper), that Kepesh can begin to reconcile his emotional turmoil with the careful balancing act of the erudite hedonist

Coixet (The Secret Life of Words) has made Elegy as subdued and well-ordered as Kepesh's immaculately tasteful apartment. Her careful tone, along with remarkable, stripped-down performances from Kingsley and Cruz, have turned the stereotypes of the lecher and the muse inside out, creating a relationship that's heartbreakingly real.

Since embracing her inner Anna Magnani in Volver (2006), there's a new fervor and naturalism to Cruz's performances, and Elegy is her most impassioned English-language role. Her complex Castillo is the perfect life preserver to throw at Kingsley's Kepesh, a drowning man who doesn't notice the waters rising around him. She offers a second chance, but no guarantee of safety.

Opens Friday, Aug. 22, at the Landmark Maple Art Theatre, 4135 W. Maple Rd., Bloomfield Hills; 248-263-2111.

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