Grade: B-

Verdict: Beautiful people suffering, well, beautifully.

Details: Starring Kristin Scott Thomas, Sean Penn and Anne Bancroft. Rated PG-13 for language, violence and implied sexuality. 1 hour, 55 minutes.

Rate it: Write your own review

Review: The last time I saw "Up at the Villa" it was called "The Last September." Before that, the name was "Cotton Mary."

OK, so these films have vastly different settings and characters. But they share a common theme: what happens to aristocratic Brits when they blithely -- sometimes tragically -- overstay their welcome. In "The Last September," the place was Ireland after the Easter Uprisings. In "Cotton Mary," India after liberation from colonialism. In "Up at the Villa," it's Italy, just as Mussolini has the trains running on time and Hitler is running over half of Europe.

Mary Panton (Kristin Scott Thomas) is a lovely, well-connected young widow without much in the way of financial resources.

Dependent on the kindness of her "kind," she finds herself occupying an immense villa outside of Florence in the late '30s. Her social life is taken care of by Princess San Ferdinando (Anne Bancroft) who regrets that all this European instability is spoiling her "Peace in Our Time" parties.

The princess and her gossipy cronies believe that Mary's best bet is to marry the somewhat older (by 30 years), but certainly honorable and well-off Sir Edgar (James Fox). It's almost a done deal, except a wandering American, Rowley Flint (Sean Penn), turns up. The princess is tolerant enough to proclaim that she has a soft spot for Rowley -- "His intentions are always dishonorable" -- but she's less than pleased to see that dear Mary could allow this charming reprobate to threaten her secure future with Sir Edgar.

Meanwhile, of course, the Italians are getting a bit more uppity in their dealings with all these tea-cozy Brits, and Mary keeps mistaking upper-class stupidity for kindness.

Based on a Somerset Maugham novella, "Up at the Villa" is unquestionably superior to its predecessors. Yet it shares their predilection for a stifled, costume-drama atmosphere in which restraint (or lack thereof) becomes the film's theme.

That said, the film has a few very good things going for it. First and most entrancing, is the sheer pleasure of watching Penn allow himself the sort of role he should have been playing for years: the romantic rogue who, when push comes to shove in matters of honor, can give Bogart a run for his ardent cynicism. Then there's the chemistry between Penn and Scott Thomas, who's all big eyes, cheekbones and rescue-me-even-if-I-am-smart vulnerability. Finally, there's Bancroft, luxuriating in her poisonous bon mots.

It's probably not enough to make Up at the Villa the movie it should have been, but it's enough to make it watchable in a sort of guilty pleasure way.

— Eleanor Ringel Gillespie, Cox News Service