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Respected cultural critic and author David Kepesh (Ben Kingsley) is a middle-aged college professor who, for years, has lived in a state of "emancipated manhood." His romantic conquests are many; his lasting commitments, few. But when a stunning young student named Consuela Castillo (Penelope Cruz) enters his life, her otherworldly beauty captivates him to the point of obsession. Soon, their erotic relationship evolves into an undying and passionate love in this gripping drama that explores the power of love to blind, reveal and transform. .com ---- There are very few men who wouldn’t eagerly sell their souls to be with Penelope Cruz (or whatever character she happens to be playing). But with Elegy, director Isabel Coixet and screenwriter Nicholas Meyer (adapting a novel by Philip Roth) pose some thorny questions: How many are willing, let alone able, to see past a woman’s beauty and embrace her true being? And when beauty fades, what then? David Kepesh (Ben Kingsley) is a successful New York author, teacher, and literature maven; a semi-celebrity due to regular TV appearances, he’s self-satisfied if not exactly smug, seemingly unconcerned about his advancing age (he’s now in his sixties, but as he tells us in voice-over, "In my head, nothing’s changed") or his strained relationship with the son (Peter Sarsgaard) who still resents him for abandoning his marriage years ago, and content with his occasional and purely sexual relationship with a middle-aged businesswoman (Patricia Clarkson). All of that changes when Consuela Castillo (Cruz) enrolls in one of his classes. More than 30 years his junior, she’s not just gorgeous but mature and smart as well. And for all his worldly cool, charm, and experience, once he’s involved with Consuela, David turns into just another possessive, jealous, obsessed ("On the nights she isn’t with me, I am deformed"), and insecure man, convinced that it’s only a matter of time before their age difference pulls them apart. It’s a given that David will see to it that his self-fulfilling prophecy comes true. But will his lies and fear of commitment prove to be his ruination, or will the tragedies that ensue help him find a path to redemption? The film’s various performers (including Dennis Hopper as David’s best pal) and overall sophisticated, grownup tone, along with Cruz’s almost impossible beauty, make Elegy consistently watchable and compelling. --Sam Graham