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Verdict: A wry, perceptive and oddly heartbreaking romance.

Details: Starring Stephen Rea, Sarah Polley and Jean Smart. Directed by Audrey Wells. Rated R for strong language and sexuality. 1 hour, 47 minutes.

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Review: On the surface, "Guinevere" sounds like grist for a grim feminist diatribe about our culture's wink-wink, nudge-nudge approval of older man/younger woman pairings. But instead of a tongue-lashing, writer-director Audrey Wells has delivered a sweet, rueful, somewhat sorrowing love letter. And her movie is so achingly perceptive that one can't help but wonder whether it's a bit autobiographical.

Harper Sloane (Sarah Polley from "The Sweet Hereafter") is a bright, well-bred college grad headed to Harvard Law School in the fall. Which, of course, is nothing less than what her wealthy San Francisco family expects of her. But Harper also is a sensitive, complex young woman who's spent too much of her life doing exactly what her family expects of her. As a result, she lacks self-confidence and experience.

Enter Connie Fitzpatrick (Stephen Rea), the 50-ish scruffy, ironic photographer at her older sister's wedding. His attention both flatters and scares Harper. But he seals the deal by (1) keeping his promise to keep her out of all the family group portraits, and (2) sending her an exquisite candid shot of herself.

She moves into his artist's loft and becomes the latest in a long line of "Guineveres" — beautiful yet malleable young things to whom he can impart the joys of sex, Sartre, jazz, art and late-night bull sessions with his opinionated bohemian buddies over pitchers of beer (among them is a former Guinevere played by Gina Gershon).

It would be easy to dismiss Connie as a self-serving lecher who needs the validation of an adoring young woman by his side. Certainly that's one aspect of him, one that's made harshly clear when Harper's mother (Jean Smart) discovers what's going on. This coldblooded, blue-blood mom delivers a devastating assessment of Connie that's as cruel as it is, alas, accurate. Having asked him why he doesn't like women his own age, she answers the question herself, saying, "No real woman could ever stand in front of you with awe in her eyes."

What Mrs. Sloane can't — and never will — see is Connie's odd selflessness. She doesn't notice or care that her daughter has blossomed under his tutelage. That she has become more confident, more certain of her self-worth. Nor can she see that, deep down, Connie is all too aware of his failings. And of his ever-more-foolish future. After all, even Warren Beatty settled down at 60.

The picture loses some steam toward the very end as Harper (and we) are forced to recognize Connie's diminishing powers. A last-act gathering of all the Guineveres is more a good idea than a good scene. And Wells' well-meaning portrait of Connie's aging-radical cronies is a rainbow coalition cliche.

But there is much wisdom here. And a canny ear. And some flat-out gorgeous acting. Smart is frighteningly sharp as the controlling mother; her tell-off scene is a stunner. So is Gershon, cast as a deflating Cassandra figure to Harper's romantic notions. The raffishly rumpled Rea — you know him from "The Crying Game" — hits a perfect balance between rescuer and user.

As for Polley, this is breakthough, Oscar-worthy work. There is no higher compliment than to say she may remind you of Jodie Foster. The same wary intelligence and chiseled good looks.

At the heart of "Guinevere" is a salute to a gallant spirit, flaws and all. The movie looks back, not in anger, but with a sadder-but-wiser gratefulness. As Harper says, "If you're supposed to learn from your mistakes, Connie was the best mistake I ever made."

— Eleanor Ringel Gillespie, Cox News Service

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