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In 1991, Australian writer/director John Duigan introduced us to three little-known young actors who have gone on to considerable acclaim. Flirting starred Noah Taylor (who later starred in Shine), Thandie Newton (who played the title role in Beloved), and Nicole Kidman (whose accomplishments include an Oscar for The Hours). In Flirting, Duigan exercised the good judgment to keep his story contained: a formative year at adjoining prep schools where an outcast boy and a black girl become sweethearts. In his current Head in the Clouds, Duigan has once again assembled a cast of considerable star power. But he has let his story stray over 11 long years and far too many changes of venue.

Head in the Clouds opens in 1933 when beautiful Gilda Bessé (Oscar-winner Charlize Theron) bursts into the Cambridge University dorm room of Guy Malyon (Stuart Townsend). She's had a row with her professor boyfriend, and she's looking for sanctuary. Guy is a bookish scholarship student from Dublin, but he's instantly smitten with his uninvited guest and allows her to remain the night even though he could be expelled for doing so. Guy knows Gilda by her scandalous reputation as a libertine. Her American mother and French father are separately wealthy, and Gilda lives a defiant, catch-me-if-you-can life. Guy has a highly developed social conscience and is studying to be a teacher. Gilda believes in living for the moment and never passing an opportunity for self-indulgence. In fiction, if not in life, opposites attract. Gilda and Guy manage to keep their clothes on that first night, but shortly later they're becoming the most intimate of acquaintances on a pool table. And here we have a match made in Purgatory.

Guy, predictably, wants to get serious. Gilda wants to see the world. Poof, she's off, and the two don't cross paths again for three years, by which time she's landed parts in movies and become a nouveau photographer in Paris. A single message of beckoning sends him hurrying from his classroom in London to become her artist's assistant, a job that includes as much frenzied sex as they secret from Gilda's official lover, the owner of an art gallery. So this is the story about how much some guys will put up with for prime grade nooky? Wrong.

Guy has principles and deep feelings. The Spanish Civil War is raging just south of the Pyrenees. And Guy is planning on volunteering to fight the fascists. He is supported in this objective by Mia (Penelope Cruz), Gilda's model, protege, best friend and occasional bedmate. Mia is mysteriously crippled (we ultimately learn that the fascists tortured her), but she used to be a stripper, and Gilda specializes in staging her in provocative photographs and "living sculptures." Mia, it turns out, has a social conscience, too. She's studying to be a nurse so she can return to her native Spain to care for wounded Republican soldiers. Mia and Guy will go to Spain together someday soon. But not before they spend an erotic year in menage a trois with Gilda, who is royally steamed when she finds out what they are up to and refuses to write them letters while they are on the battlefield.

Fast forward through tragedies specific and general. The Republicans are defeated, but Gilda won't brook a reunion with Guy. So he's back to England to prepare for the movie's third act, which arrives in the first months of 1944. Guy parachutes into France to hook up with the Resistance. But he can't keep himself from looking up Gilda, who, alas, is now cohabiting with Nazi intelligence officer Franz Bietrich (Thomas Kretschmann). What follows can best be expressed in the lyrics of a song Jim Morrison was working on when he died: "Hello, how are you? Let's have sex on the floor.\ Of course, I liked it, just as much as before.\ But no, it's over, so you can't anymore.\ Goodbye, we're finished. Let me show you the door." Had Morrison lived, the chorus to this song would have been sung in the movie by all of Gilda's sneering and vengeful Parisian neighbors: "Don't fret. Good riddance. She is bad to the core.\ We'll wait and get her like all Nazi whores."

On many levels Gilda will recall Sally Bowles and her story will invoke memories of Cabaret. But Duigan tries for too much and determines to shoehorn in unsuspected nobility when he might have settled for sustained decadence. He also writes some really bad dialogue. Beseechingly, Guy says: "When we were making love, you felt it as strongly as I did." Gilda responds ruefully: "Yes, our bodies were always good together."

Still, there's Theron. Critics will inevitably compare this performance negatively to her work in Monster. And they will be unfair in doing so. She's superb here, expressive, nuanced and memorable. Duigan's script may be extensively derivative, but Charlize Theron is the real deal.