The appeal of this "Love Affair" is only skin-deep. A film of gorgeous surfaces and negligible emotional resonance, this third rendition of a perennial sentimental favorite is easy on the eyes and has its share of beguiling moments in the early going, but crucially lacks a compelling climax and any sense of urgency in its storytelling.

The appeal of this “Love Affair” is only skin-deep. A film of gorgeous surfaces and negligible emotional resonance, this third rendition of a perennial sentimental favorite is easy on the eyes and has its share of beguiling moments in the early going, but crucially lacks a compelling climax and any sense of urgency in its storytelling. Big promotional push and lack of much competition should translate into some good opening numbers, but audiences won’t likely give a hoot in the long run.

Leo McCarey’s two versions of this star-crossed romance, “Love Affair,” starring Charles Boyer and Irene Dunne in 1939, and

“An Affair to Remember,” toplining Cary Grant and Deborah Kerr in 1957, were favorites to their respective generations. Contempo audiences will recall that “Sleepless in Seattle” paid extended homage to the latter as the epitome of romance, making it one of the hot video rental titles of last summer.

Main hook of this telling is the matchup of Warren Beatty and Annette Bening as the otherwise engaged jet-setters who become irresistibly attracted to each other and, after an intense tryst, resolve to meet at the top of the Empire State Building in three months if they are serious about each other. Beyond that , there is the curiosityof seeing Katharine Hepburn on the bigscreen in a major film for the first time in 13 years.

Setup is jauntily and briskly done, with Beatty plausibly cast as a former L.A. football star (shades of “Heaven Can Wait”)-turned-broadcaster engaged to a talkshow doyenne (Kate Capshaw), and glamorous Bening as Terry, the fiancee of a high-finance magnate (Pierce Brosnan). Pair meet in the upstairs first-class cabin on a flight to Sydney, and self-referential lines abound as Beatty’s well-known sports stud, Mike, eagerly puts the make on Terry to the scarcely concealed fascination of the other passengers.

An emergency landing on a tiny South Pacific island fatefully pits the characters together for longer than anticipated, as the travelers board a Russian cruise ship for a brief drunken voyage to Tahiti. Again, Mike does his best to get to know the quick-witted, elegantly sophisticated object of his desire, but it’s only upon a visit to his aunt (Katharine Hepburn) at her splendid home in the hills of Bora Bora that, spurred by a heart-to-heart between the women, the possibility of something meaningful between the two sparring partners becomes apparent.

Flying back to New York after a torrid two-day fling that’s seen only in a banal ship montage, they set their Empire State rendezvous and check out their respective fiances at the gate after landing. With both set on breaking their engagements, pic treads water in mid-section, with Beatty lamely informing his L.A. agent (Garry Shandling) that “I want to simplify my life” and taking a football coaching job at a remote state college, and Bening making the rounds in Gotham as a jingles singer and music teacher.

On her way to her appointment with destiny, Bening meets with a tragic accident that sends her to the hospital and leaves Beatty holding the bag. It’s here that the emotional tension should build, but instead, the story stalls in a holding pattern until the long-awaited reunion. Played in Bening’s unaccountably cold, tiny apartment, the scene is muffed in the writing, direction and playing, turning what should be a cornily irresistible romantic climax into a no-impact ending.

As he has in other films, notably “Shampoo,” Beatty has fun with his own image here, but in a mild and innocuous way. There are plenty of references to his character’s irrepressible flirtatiousness and past conquests (“You know that I’ve never been faithful to anyone in my life,” he warns Bening), as well as offhand remarks about his advancing age, new-found like of children and desire to settle down. But unlike some of his previous roue characters, this one just isn’t very interesting, so even though Beatty looks great and has his patter down, the inner needs of his aging jock aren’t conveyed to the viewer with any conviction.

It’s not even that the motives behind making the film aren’t heartfelt, as there’s no reason to doubt that Beatty, who produced and co-wrote with Robert Towne, didn’t intend this as a lavish and sincere valentine to his wife. But dramatically, there’s no keen edge or passion to it, and pic doesn’t do enough to make the audience care about characters who would seem to have everything, whether they end up together or not. Ultimate effect is of a beautiful package with nothing much inside.

Bening is enchantingly vivacious and sparkling, a fine match in looks, wit and sophistication to her leading man. At first, it’s disconcerting to see Hepburn truly looking like a little old lady, puttering about with a cane and clearly afflicted by her long-term neurological disease. But it must also be said that the conclusion of her 10-minute turn results in the only moving moment in the picture, as Mike, and then Terry, say goodbye to the great lady, leaving her alone on her mountaintop.

Shandling proves lively as Beatty’s toady, while Capshaw and Brosnan are given short shrift as the cast-off prospective mates.

Although some wry humor is sprinkled throughout, script could have been funnier, and there’s a lack of unified visual style and directorial approach by Glenn Gordon Caron despite rich lensing by Conrad L. Hall, opulent production design by the late Ferdinando Scarfiotti (who receives an “in memorium” end credit) and a lushly romantic score by Ennio Morricone that betrays more than a hint of his “Once Upon a Time in America” theme.

Several TV personalities appear on-air as themselves, as does Ray Charles in a concert sequence. Film is dedicated to Time Warner’s late topper, Steve Ross.

Love Affair

Production

A Warner Bros. release of a Mulholland production. Produced by Warren Beatty. Executive producer, Andrew Z. Davis. Directed by Glenn Gordon Caron. Screenplay, Robert Towne, Beatty, based on the motion picture "Love Affair," screenplay by Delmer Daves, Donald Ogden Stewart, story by Mildred Cram, Leo McCarey.

Crew

Camera (Technicolor), Conrad L. Hall; editor, Robert C. Jones; music, Ennio Morricone; production design, Ferdinando Scarfiotti; art direction, Edward Richardson; set design, Al Manzer, James Murakami; set decoration, Dan L. May; costume design, Milena Canonero; sound (Dolby), Jim Tannenbaum; visual effects supervisor, John Richardson; associate producer, Mark Ovitz; assistant director, Jimmy Simons; Tahiti second unit director, Hall; casting, Marion Dougherty. Reviewed at Warner Bros. Studios, Burbank, Oct. 5, 1994. MPAA Rating: PG-13. Running time: 108 min.

With

Mike Gambril - Warren Beatty
Terry McKay - Annette Bening
Ginny - Katharine Hepburn
Kip DeMay - Garry Shandling
Tina Wilson - Chloe Webb
Ken Allen - Pierce Brosnan
Lynn Weaver - Kate Capshaw
Herb Stillman - Paul Mazursky
Nora Stillman - BrendaVaccaro
Anthony Rotundo - Glenn Shadix
Robert Crosley - Barry Miller
Sheldon Blumenthal - Harold Ramis

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