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STARRING: Annette Bening, Jeremy Irons, Shaun Evans and Lucy Punch

DIRECTOR: Istvan Szabo

RUNNING TIME: 105 minutes

RATING: R for some sexuality

THE LOWDOWN: A dramatic comedy about the travails of an actress of a certain age in 1938 London.

It's all about Julia.

And in this case, that's fine, because Julia Lambert, an on- and offstage drama queen in 1938 London, is played by the luminous, wickedly talented Annette Bening.

The story is a twisty one: Julia is aging out of her onstage ingenue roles and is eye-rollingly bored with her life. She's stagnated in a "very modern" marriage, as described by her husband/business manager Michael Gosselyn (Jeremy Irons, whose face is accented by a dashing mustache).

"Everything's so tedious," Julia slurs in dulcet tones, her lower lip stuck out petulantly.

Then a brash, bland young American named Tom Fennel (Shaun Evans) turns up and somehow charms Julia. Really charms her. He asks her to tea in his semi-miserable stoop-walled garret and then kisses her, and she flees.

She flees, by the way, wearing a breathtaking ensemble -- a black dress with white polka dots and a hip-length flowing white cape lined with matching polka-dotted material, with a jaunty hat.

But Julia is just prolonging the chase and ends up bedding young Tom. This is a bit difficult to understand, because Tom resembles -- and sounds almost exactly like -- a young Michael J. Fox playing Alex P. Keaton in "Family Ties." You know, a clean-cut, buttoned-down, slick-haired, "gee whiz"-saying guy. But he coughs up an extravagance of flowers, pronounces himself Julia's biggest fan, pawns his watch to buy her dinner, and apparently that's all it takes.

She also falls in love with him, an even more improbable development, but there it is -- the pivot upon which this plot turns. She buys him a Cartier watch and a gold cigarette case, and he thinks she's just swell.

You might think things would get messy when Michael and Julia rent a summer house, summon their teenage son, Roger (Thomas Sturridge), from whatever dreary boarding school he's been eating gruel and tormenting the underclassmen in, and bring along none other than Tom to be his "companion."

There is some drama in the oily dynamics of Julia's constant contact with her husband and her son and her son's friend, who is also her lover. But the real thundercloud on the horizon appears in the form of an underdressed young actress with flowing blond hair and a moony expression in her round eyes. Tom is smitten by Avice Crighton, who's played by the much more theatrical-sounding Lucy Punch.

Julia is wounded, then devastated, then reanimated by the steam heat of scorn. She plots her revenge in a most subtle way. Even her wary husband mutters, "I don't like it! Julia's being too angelic."

In the final juicy scenes of "Being Julia," Bening unleashes her considerable power, as she plots to vanquish her rival in a most public forum. Julia personifies the saying, which is quite satisfying for anyone over 45: "Old age and treachery will always triumph over youth and skill."

Bening's excellent performance is reminiscent of her deliciously wicked role in "Valmont," the 1990 Milos Forman adaptation of "Dangerous Liaisons."

Besides the incomparable Bening and the amusing Irons, others who shine include Juliet Stevenson as Julia's quirky, plainspoken assistant, and Lord Charles (Bruce Greenwood) as her confidant, who has a secret of his own. A frisson of interest is added by Miriam Margolyes as Dolly de Vries, a battleship-bosomed investor in the play who turns up to ogle Julia during her massages.

Michael Gambon plays Jimmie Langton, Julia and Michael's first acting coach, whose appearances as a mean-spirited ghost are mildly amusing but could have been cut without much loss.

The wardrobe and sets are lavish and luxurious and will make viewers long for the days of clingy silk bias-cut gowns, marcel-waved hair and enchanting hats for every mood and whim. Their charm is considerable. But Bening steals theshow.


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