Torrid passions sweeping across glamorous locales amid turbulent times make "Head in the Clouds" -- wherein Charlize Theron morphs from flapper enchantress to WWII spy -- an old-fashioned, borderline-cornball romantic epic. Won't likely attract the strong reviews or awards buzz needed to lend this lavish historical drama international legs.

Torrid passions sweeping across glamorous locales amid turbulent times make “Head in the Clouds” — wherein Charlize Theron morphs from flapper enchantress to WWII spy — an old-fashioned, borderline-cornball romantic epic. Lacking the deeper resonances that lifted literary adaptations like “The English Patient” above classy soap opera, writer-helmer John Duigan’s original tale comes off as a lively, plush but unconvincing potboiler cobbled from familiar pieces of better films (and TV miniseries). Theron’s upped prestige post-“Monster” will draw initial interest. But “Clouds” won’t likely attract the strong reviews or awards buzz needed to lend this lavish historical drama international legs.

For starters, Theron’s role here is rather too calculated a turnabout from “Monster’s” uglification. (For the record, pounds gained for Aileen Wuornos seem to have miraculously vanished despite mere days between two pics’ shooting schedules; nitpickers will detect a slight residual jowliness.)

But then as written, the role of Gilda Besse might seem a bit much in any career context. Wild-child offspring of an American socialite and French tycoon, Gilda is impetuous, scandalous, gallant, gorgeous, multilingual, mercurial, fiercely loyal, irresistible to all … Sally Bowles, Isadora Duncan and Daisy Buchanan rolled into one. She is, in short, a quasi-literary concept even this able, beautiful performer can’t quite render flesh-and-blood.

We first meet her as Guy (Stuart Townsend) does, stumbling into his 1933 Cambridge dormitory room at midnight to avoid detection — she’s trespassed here to visit latest lover Julian (Gabriel Hogan), a don and aristo. Instantly smitten, Dublin-born scholarship student Guy passes an uncomfortably platonic night sharing his bed. In gratitude, he’s invited to a party at Julian’s country estate, where the host ends up in a menage a quatre with Guy’s date, while late-arriving Gilda joins Guy for a roll on the billiards table.

With its not-so-sparkling racy banter, comedy upchucking and gymnastic shags, this strained first reel suggests lack of confidence in the audience’s ability to accept a past not heavily filtered through the mores of the present.

Guy carries a torch through the several years that elapse before flighty Gilda surfaces again. By then he’s a teacher in London, raising money for the Spanish Republicans. A word from her, however, has him dropping everything for a Paris sojourn.

There, Gilda dabbles in photography, successive influential lovers, and takes up with more-bohemian-than-thou Mia (Penelope Cruz) — a refugee from Spain who’s also an ex-dancer, stripper, artist’s model, bisexual and nursing student.

Soon the three are cohabiting, shedding extraneous attachments and living the high life with two points in the triangle worshipping Gilda’s apex. (Pic flirts with but stops short of depicting them as a sexual trio; however, the women get their inevitable Lesbian Café Tango sequence, and later it’s mentioned they were lovers at one point.)

But this idyll is troubled by the guilty consciences of Guy and Mia, who feel they ought to be off fighting the good fight in Spain. Their departure is viewed as betrayal by Gilda, who as the neglected child of emotionally remote parents believes one’s foremost duty is to personal happiness.

Mia and Guy pine for Gilda while exhibiting nobility on the front, with Mia sacrificing all for freedom. Guy returns to Paris, where he’s cold-shouldered by a grieving Gilda.

Pic’s last act jumps forward to 1944. Rather than going home to America or at least England, Gilda has chosen to stay in occupied France. Worse, she’s continued her frivolous lifestyle in the company of high-ranking German officers.

Guy is now a Brit intelligence agent who, natch, is smuggled into Paris to assist the Resistance. He’s appalled to discover apparent activities of the “Nazi slut” — though enamoured all over again when it emerges she’s not quite the traitor she appears.

Though Duigan’s direction maintains restraint, his screenplay goes off the rails with hedonist Gilda’s sudden Mata Hari leap.

Climax heightens the lack of characterization and narrative development that dogs the pic from the outset. While not in the basement realm of similarly angled costumers “Charlotte Gray,” “Shining Through” or “In Love and War,” this handsome, large-scale melodrama likewise is somewhat undone by its solemn self-importance.

Theron and a game Cruz both struggle to be fascinating in roles that seldom escape cliche. The puppyish Townsend is a weak third link, striking few sparks with Theron despite their off-screen involvement. He plays his spy scenes with near-laughable, shifty-eyed obviousness.

Supporting cast, led by Thomas Kretschmann as Gilda’s Nazi lover and Steven Berkhoff as her stiff-necked father, is OK. But this is one costume pic that could have actually benefited from the colorful star-cameo bits that often prove distracting in such big prestige packages.

Physical production is generally impressive, a couple of obviously faked backgrounds aside. Location usage, design contribs and Paul Sarossy’s widescreen lensing all give good value without providing memorable moments of beauty or ambiance. However, credit is due Duigan and editor Dominique Fortin for the fact that this lengthy, improbable, potentially leaden package movie never bores.

Head in the Clouds

Canada-U.K.

Production

A Sony Pictures Classics (in U.S.), Alliance Atlantis Vivafilm (in Canada) release of an Arclight presentation of a Remstar/Spice Factory, Bertil Ohlsson/Dakota/Tusk production in association with Movision. (International sales: Arclight Films, Sydney.) Produced by Michael Cowan, Bertil Ohlsson, Jonathan Olsberg, Jason Piette, Andre Rouleau, Maxime Remillard. Executive producers, Julia Palau, Matthew Payne. Co-producer, Nigel Goldsack. Co-executive producers, Julien Remillard, Peter James, James Simpson. Directed, written by John Duigan.

Crew

Camera (Deluxe color, widescreen), Paul Sarossy; editor, Dominique Fortin; music, Terry Frewer; production designer, Jonathan Lee; supervising art director, Gilles Aird; art directors, Jean Kazemirchuk, Jean Morin, Michel Clement, Mickey Kelm (U.K.); set designers, Rick Shean, Danielle Cormier, Elaine Frigon, Claude Lafrance, Lucille Parenteau, Raynald Langelier, Brent Lambert; set decorators, Frances Calder, Jim Erickson, Marina Morris (U.K.); costume designer, Mario Davignon; sound (Dolby), Pierre Blain, Marcel Pothier, Michel Descombes, Gavin Fernandes, Brian Simmons (U.K.); visual f/x & 3-D animation, Big Bang FX; line producer, Pierre Laberge; assistant director, Anne Murphy; casting, Rosina Bucci, Vera Miller. Reviewed at Variety Club screening room, San Francisco, Aug. 18, 2004. (In Montreal Film Festival -- noncompeting.) MPAA Rating: R. Running time: 133 MIN.

With

Gilda Besse - Charlize Theron Mia - Penelope Cruz Guy - Stuart Townsend Maj. Frans Bietrich - Thomas Kretschmann Charles Besse - Steven Berkoff Lucien - David LaHaye Lisette - Karine Vanasse Julian Elsworth - Gabriel Hogan Max - Peter Cockett Django Reinhardt - John Jorgenson

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