(2006) *** 1/2 R
95 min. Miramax Films. Director: Roger Michell. Cast: Peter O'Toole, Leslie Phillips, Jodie Whittaker, Vanessa Redgrave, Richard Griffiths.

When he nearly refused his honorary Oscar a few years back, Peter O'Toole told the Academy he still planned to win one outright. There's no telling if he will, but his surprisingly potent performance in Venus is indeed Oscar-worthy. The film itself is a wittily scripted variation on an old story: an old man takes to a young woman, leading to his revitalization and her confused feelings.

O'Toole plays Maurice Russell, an actor with some cachet, though not nearly as much as the star who plays him. Maurice's fellow actor and old-age-pensioner Ian (Leslie Phillips) invites his grand-niece Jessie (Jodie Whittaker) to move in to Ian's apartment and take care of the chores. With her Northern English and brusque apathy, Jessie instantly drives Ian batty, but Maurice takes a different kind of notice of the attractive young woman suddenly in his orbit.

Screenwriter Hanif Kureishi and director Roger Michell—who previously collaborated on The Mother—again demonstrate a keen sensitivity to the foibles of senior citizens and the indignities dealt them. The film opens with a morning pill-guzzling session shared by Maurice and Ian; their cultural taste is anathema to youngsters like Jessie; prostate exams and cheerily doomsaying doctors are par for the course; and to hear him tell it, Maurice's acting career has been marginalized to playing "corpses."

In his twilight, Maurice has seized on two obsessions: his runaway, not entirely requited love for Jessie, and nostalgia for two long-abandoned loves: his wife (Vanessa Redgrave, hitting all the right notes) and the seaside of his youth. For Jessie's part, the urbane, semi-famous Maurice represents the glamour that has eluded her thus far and, more importantly, an attentive male companion who hangs on her every word. She senses the danger in their friendship, but Maurice takes small, sly steps with her. "I'm impotent, of course," he says. "I can still take a theoretical interest."

With its incorrigably forward old man attracted to a young woman who toggles between cruelty and kindness, the film evokes Diary of a Mad Old Man, a Japanese novel that was nearly adapted by Merchant-Ivory a few years ago. As in the novel, affectionate gestures are negotiated ("You can smell my kissing") and health issues raise the stakes. With mortality never far from the mind, touching a hand or even clipping a toenail becomes a dramatic event.

Though the cumulative effect of the film is deeply heartfelt, Venus runs on witty dialogue, much of it the snappily rhythmic patter between Maurice, Ian, and a third thespian, Donald (Richard Griffiths of The History Boys). Though the humor flirts with broadness, this isn't Grumpiest Old Men: the theatrical men's tart epigrams effectively counterpoint the film's weightier considerations. O'Toole even performs a bit of spectacular slapstick in an art studio.

O'Toole gives a magnificent old-lion performance (complete with Shakespearean sonnet recitations) in a role that allows both subtlety and theatrical vigor. Phillips and Griffiths make highly amusing foils and, as the callow youth trying with difficulty to better herself, Whittaker more than holds her own. She is, of course, the unexpected Venus of the title, her beauty and magnetism blossoming by the moment. She may, as Maurice explains, lead mortals to "foolishness and despair," but she also enlivens their senses; so too does Michell's lovely film. Charmed, I'm sure.

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