Dir: Roger Michell. UK. 2006. 95mins.

The team behind TheMother - director Roger Michell, writer Hanif Kureishi and producer KevinLoader - reunites for Venus, anotherportrait of an old character being revitalised by love for a younger. In thiscase, the relationship - between a septuagenarian and a teenager - is even moreextreme than in The Mother, but Michell, who is fast emerging as one of British cinema'smost distinctive directors, never makes the romance feel awkward oruncomfortable. The film emerges triumphant as a profoundly moving meditation onwhat the young can learn from the old and vice versa.

It's rare that a film abouta man in the twilight of his life could hope for limited success at the boxoffice, but Venus certainly has achance, principally because of the achingly tender performance by Peter O'Toolein the lead role. The 74-year-old O'Toole is a class act by any standards andhis work here can't fail to draw attention from awards voters and audiences.He's been nominated for seven best actor Oscars and was awarded an HonoraryOscar in 2003; he has a good shot at another nomination here. The film plays atToronto and Telluride this month and is set for a US launch in time for Oscarconsideration on Dec 15.

There is a salty humour in Venus which The Mother did not possess, and which also bodes well for biggernumbers than that film (just over $1m in the US, for example). It certainlystarts cheerfully enough with Maurice (O'Toole) and Ian (Phillips), two seventysomething actor friends bickering affectionatelywith each other and cussing liberally as they follow a comfortable routinebetween their London apartments. They are occasionally joined in the coffeeshop or pub by a third actor friend, Donald (Griffiths).

The fussy Ian is preparingfor the arrival of Jessie, his niece's teenage daughter, who is coming from thenorth of England to stay with him and, so he thinks, look after him. But whenJessie (Whittaker) arrives, she is his nightmare - a lazy, loutish,hard-drinking girl with a penchant for Pot Noodles and no intention of beinghis maid.

To help his frantic friend,Maurice decides to take Jessie under his wing and he starts showing her London.He takes her to a play, he takes her on a film set to watch him perform a smallrole, he takes her to see his favourite painting, Venus by Velazquez, at the NationalGallery.

To his surprise, he becomesattached to the abrasive girl, whom he dubs Venus, drawn to her youthful pluckand inexperience. Quietly resigned to the fact that his own life is drawing toa close, he discovers that Jessie is awakening feelings of desire in him. Forher part, Jessie becomes quickly attached to Maurice, confides in him andallows him to touch her and kiss her neck.

The film takes a bittersweetturn when Jessie starts seeing a thuggish young man, asking Maurice for moneyand abusing his trust. Maurice knows that his designs on her are futile, butshe has given him a taste of youth and new experience which he cannot abandon.

Michell and Kureishi weave inother subtle subplots about the poignancy of unrequited love. Vanessa Redgrave plays Maurice's ex-wife and mother of his threechildren whom he abandoned for a co-star, and there are hints that Ian too wasin love with Maurice, but was never able to confront his homosexuality.

If O'Toole is unsurprisinglymajestic as the vulnerable Maurice, Whittaker is the revelation here as Jessie.The young newcomer matches O'Toole scene for scene and her transformation fromintroverted bore to self-confident young woman is seamless and convincing.

The film has a tendency tobleakness in its subject matter and visual style, so the addition of asparkling song selection by English soul sensation Corinne Bailey Rae helps toinject a certain joie de vivre into the proceedings.

Production company
Free Range Films

US distribution
Miramax Films

International sales
The Works International

Executive producers
Tessa Ross
Miles Ketley
Charles Moore
Scott Rudin

Kevin Loader

Hanif Kureishi

Haris Zambarloukos

Production design
John Paul Kelly

Nicolas Gaster

David Arnold

Main cast
Peter O'Toole
Leslie Phillips
Jodie Whittaker
Richard Griffiths
Vanessa Redgrave