Elegy (TBC)
Star rating: ***
Dir: Isabel Coixet
With: Ben Kingsley, Penelope Cruz, Dennis Hopper

Film critics, seeing as they spend most of their time in the dark, are not best placed to give sartorial advice. Nevertheless, you may want to wear comfortable shoes to a screening of Isabel Coixet's New York-set drama, the better to accommodate the many toe-curling moments on offer.

Elegy is an adaptation of Philip Roth's novel, The Dying Animal. Like much of Roth's works it is an everyday tale of sex, death and maladies. Any director taking on Roth needs a little insurance against excessive bleakness. Given the core of the story is a winter-spring romance between a professor and his student, some anti-naffness protection wouldn't go amiss either. To provide all this, and more, Coixet has enlisted the services of the sublime Penelope Cruz.

The Volver and Vanilla Sky star is Consuela Castillo, a literature student dazzled by her professor. David (Ben Kingsley) is grappling with the onset of old age, Consuela with Tolstoy, and after a trip back to his tastefully furnished apartment to see his darkroom, they bump bones. David is the one in charge at first, but this changes as he becomes more aware of the 30-year age-gap and the risk that she will one day leave him for a younger model.

David's friend George (Dennis Hopper, eerily playing a regular guy for once) counsels him to keep sex and love separate, the better not to become trapped. But David already has such an arrangement with Patricia Clarkson's businesswoman, who flies in and out of his life at regular intervals for some R&R. Still unsatisfied, and with his embittered son from his first marriage hanging around to bellyache about abandonment, David decides he deserves Consuela and all the brightness and beauty she can bring to his life.

For someone as obsessed with his independence as David, it is a risky move. Whether he was happy being alone or is incapable of commitment is one of many emotional questions explored by Nicholas Meyer's thoughtful screenplay. "You've got to stop worrying about growing old and start thinking about growing up," Hopper's character tells him.

Initially, David is having too much fun with Consuela to dwell on such matters. It's in the bedroom that we slip into areas that are a little less comfortable, for the viewer at any rate. While Coixet brings a gentle touch to the sex scenes, the ickiness factor remains high.

It's not so much that Cruz does most of the heavy lifting when it comes to the baring of flesh. Kingsley surrenders his hairy chest to the cause, but her topless shots outnumber his by a wide margin. What really makes the toes curl is the bedroom dialogue (even outside the bedroom can prove dangerous). "You are a work of art," says a breathless David to his Cuban Mona Lisa. And you, mister, are a piece of work.

If it was Meyer and Kingsley's intention to portray David as half charmer, half creep - they succeed. Against expectations, Kingsley manages to make David if not a likeable character, then at least a fascinating one. A tragic air hangs about him like yesterday's aftershave as he follows Consuela to a club, unable to resist the temptation to find out what she's doing when away from him. He is obsessed with her past lovers, even though she is a single-figure amateur compared to him.

It was a smart move to bag Kingsley, and even better fortune to secure Cruz. Between them, the Spanish director and actress keep the picture just the right side of pretentiousness when it could so easily have gone the way of all cheese (and occasionally does). To succeed, the character of Consuela had to be so beguiling that a cynic like David would lose his head over her. Cruz, channelling the young Sophia Loren as she did in Volver, is the woman for the job. At the same time, she brings an obvious intelligence to the part, making Consuela appear far more than an ageing Lothario's plaything.

David and Consuela, David and his other lover, David and his son, David and his best friend. How they spar and josh, say deep or profoundly silly things, behave decently or foolishly. How they behave, in short, like grown-ups of a certain class and social circle.

When played out on the page, these comedies of Manhattan manners can be delicate, enthralling affairs. Writ large on the big screen there's a risk of falling into navel-gazing, cliche and obviousness, which Croixet doesn't quite escape, as in the scene where she cuts from David at a window contemplating getting older to dead leaves falling from a plant. Nor, as the film meanders towards its end, does she avoid sentimentality.

Even here, though, she throws in a pleasing distraction: Debbie Harry, playing Dennis Hopper's wife no less. She too wears the years well.

Cineworld, Fountain Park, Edinburgh, tonight, 6.30pm and Sunday, 8pm