Dir: Jose Luis Cuerda. Spain. 1998-99. 95mins.

Prod co: Sogetel, Las Producciones Del Escorpion. Domestic dist (Sp): Warner Sogefilms. Int'l sales: Good Machine International, tel: (1) 212 343 9230. Exec prods: Fernando Bovaira, Jose Luis Cuerda. Scr: Rafael Azcona based on three stories by Manuel Rivas. DoP: Javier Salmones. Prod des: Emiliano Otegui. Main cast: Fernando Fernan Gomez, Manuel Lozano, Uxia Blanco, Gonzalo Martin Uriarte, Alexis de Los Santos, Guillermo Toledo.

Butterfly's Tongue (La Lengua De Las Mariposas) is a beautifully shot, perfectly paced film set in the months leading up to the Spanish Civil War. Miramax scooped up US rights and Good Machine International took world rights on veteran director Jose Luis Cuerda's masterpiece.

For Butterfly, seasoned scriptwriter Rafael Azcona transformed three stories into one seamless script centered on a free-minded schoolteacher (the flawless Fernan Gomez) who takes a reserved and asthmatic student, Moncho (promising newcomer Lozano), under his wing. It is a dangerous year during which Franco's fascist forces begin their assault on Spain. By the time the school year comes to an end, and Franco's troops roll into town, Moncho's carefree, eight-year-old's life -- along with his teenage brother's, his hardworking parents' and especially his liberal professor's -- will be irrevocably altered.

Lovers of Spanish cinema may find it difficult not to draw parallels between Butterfly and myriad other coming-of-age period pictures, for instance 1997 Academy Award nominee Secrets Of The Heart (Secretos Del Corazon), but Butterfly eludes the cliches of the genre by making the narrator's age ultimately irrelevant. Mature viewers will find themselves riveted by an undeniably adult tale at turns political, bittersweet and moralistic. An exceptional musical track composed by young director Alejandro Amenabar (Open Your Eyes), himself a Cuerda disciple, complements the narrative.