Ben Kingsley is gazing with admiration at the unhaltered breasts of Penélope Cruz. As are we. "I adore them," he says. We understand.

In "Elegy," a new movie by the exceptional Spanish director Isabel Coixet ("My Life Without Me"), Kingsley plays David Kepesh, a middle-aged New York lit professor and man-about-media with an unquenchable thirst for the smartest and prettiest of his female students. Cruz is one of these, a beautiful young Cuban-American girl named Consuela Castillo, who has an informed taste for art and culture. With carnal formalities out of the way, Kepesh is falling in love with her, which is not the way these things usually go with him.

Kingsley's boney, goatlike presence contrasts alarmingly with Cruz's luxuriant beauty, but this is as it should be. It's not physical attraction that draws her to him; it's his mind, and, despite his cold, priggish self-regard, his emotional possibilities. The two actors are opposites in every conceivable way, and they're perfect together.

Kepesh is a transplanted Brit, an Oxford product who came to the States in the 1960s to sample the sexual revolution and has continued sampling it avidly ever since. Apart from his classes, he has a radio book-chat show, makes occasional TV appearances as a celebrity literatus, and sometimes reviews plays for The New Yorker. His accomplishments are wearyingly extensive. He plays the piano well and is also a talented photographer, developing his own prints (black-and-white only, of course) in a very professional darkroom in his elegant apartment. He is a rock of self-sufficiency, his only intimate acquaintances a Pulitzer Prize-winning poet named George O'Hearn (Dennis Hopper, in one of the warmest performances of his long career) and a successful businesswoman named Carolyn (Patricia Clarkson), with whom he's been sleeping on a no-strings basis for 20 years.

Kepesh has a failed marriage buried deep in his past and a now-grown son, Ken (Peter Sarsgaard), who's still bitter about his parents' divorce and his father's abandonment. ("Only one of us could make it over the wall," Dad says, with icy nonchalance.) Kepesh has never had emotional time for Ken or anyone else, and he's alarmed that Consuela is breaching the walls of his carefully erected isolation. When she tells him, at his urging, about a three-way sexual tryst she had at age 17, he jumps straight into "a terrible jealousy" without pausing at love. He knows some younger man will steal her away from him: "I know," he says, "because I once was that younger man."

Kepesh is wrong about this. Consuela really does love him; she wants a future with him. But for all his womanizing, he has little real interest in the opposite sex ("When you make love to a woman, you get revenge for all the things that defeated you in life"), and his consuming jealousy finally drives her away.

The movie, which is based on a 2001 novella by Philip Roth, is a marvel of formal control. The images — Kepesh sitting in stony silence in his richly shadowed apartment; Consuela presenting herself to him in the nude, as if posing for a Manet canvas — are composed with a hypnotic precision. The carefully scaled color palette (by cinematographer Jean-Claude Larrieu) wraps the story in atmosphere, while the soundtrack sighs with Bach, Satie and Chet Baker. At the end, Consuela steals back into her ex-lover's life, this time bearing a terrible secret. The news she brings, on a rainy New Year's Eve, is devastating — the picture takes a sudden, dizzying turn. Can anything ever again be the same? For Consuela, definitely not. But not for Kepesh, either, possibly. And that, in the movie's quietly triumphant denouement, is the good news.

Check out everything we've got on "Elegy."

Don't miss Kurt Loder's reviews of "Pineapple Express" and "Bottle Shock," also new in theaters this week.

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