Dir/scr: John Duigan.Canada-UK. 2004. 132mins.

Head In The Clouds aims to be asweeping romantic epic but it falls short, the victim of a fatal lack of energyand a scale that cannot live up to the film's ambitions. Set in Europe as itbuckles under Fascism, it's the story of an untenable love affair between afrivolous playgirl and an impoverished idealist.

Despite an engrossing periodand events, the story is conventional and conventionally told - worse, thereare no subplots to divert from this fact -- and the performances lack the verveto make these characters come alive.

A world premiere at Montrealand a Special Presentation at Toronto, it should get some bounce from itsstatus as Charlize Theron's return to screen siren after the grit of Monster, but it's simply not smartenough to generate word of mouth among older viewers for whom the story andperiod will hold most resonance. Box office in the US has been weak: after twoweeks it had taken just over $170,000 from 47 screens.

It opens unconvincingly andstays that way: on her way to an assignation with a Cambridge don, a youngFranco-American socialite Gilda Besse (Theron) stumbles into the rooms ofbookish undergraduate Guy Malyon (Townsend). After an exasperating courtship -she insists on sleeping with other men -- they share a prolonged Parisian idyllbefore he joins the fight against Fascism in Spain. At this point, her head isfirmly in the sand; her revelation doesn't occur until the Nazis have marchedinto her favourite restaurant.

Penelope Cruz is wasted in athird-wheel role as Mia, a crippled Spanish burlesque dancer, a symbolic role -wounded Spain - designed to stimulate audience empathy when Theron's Gildaproves to be as shallow as she appears. The scene switches to Spain, where Guyand Mia commiserate over Gilda's unrequited correspondence and discover theirown shared passion.

The film is ostensiblyconcerned with the perils of keeping one's head in the clouds but the samecharge could be levelled against screenwriter-director John Duigan, a surprisefrom the artist behind such nuanced films as The Journey Of August King and LawnDogs. Too much time is devoted to Gilda's frivolity and not enough toexploring the political sensibility of Guy or providing a sense of the turmoilof the era, essential elements in creating a convincing story about thenecessity of individual sacrifice in a time of tremendous upheaval.

The final act, with Guy as atrench-coat clad spy and Gilda as a martyr, strains credulity; she's been fartoo pragmatic to behave so foolishly. After 132 minutes, the omnipresent Gallicaccordion has cemented the aura of baguette-and-beret cliche.

Technically, the film isoverwhelmed by its ambitions: despite Paul Sarossy's beautiful compositions,the hodge-podge of stagy sets and constrained location photography comparesunfavourably to such superlative evocations of life-during-wartime as RomanPolanski's The Pianist, where theviewer begins to feel the dirt beneath the fingernails, or the stripped downapproach of Ken Loach's Spanish Civil War drama Land And Freedom.

Prod co: Remstar, Spice Factory, Dakota Films,Tusk Productions
Int'l sales: Arclight Films
US dist: Sony Pictures Classics
Exec prod: Julia Palau
Prods: Jason Piette, Michael Cowan, Jonathan Olsberg, Andre Rouleau, BertilOhlsson, Maxime Remillard
Cine: Paul Sarossy
Prod des: Jonathan Lee
Ed: Dominique Fortin
Mus: Terry Frewer
Main cast: Charlize Theron, StuartTownsend, Penelope Cruz, Thomas Kretschmann, Stephen Berkoff