Note: Spoilers

Adapted from Phillip Roth’s The Dying Animal, Isabel Coixet’s version of Elegy is a character-driven, contemporary look at intimacy and mortality in confusing times that would feel right at home alongside the most urgent inter-personal dramas of the ‘70s. The Spanish director brilliantly infuses this singularly American, mostly-male affair with a decided female perspective and a cinematically mature visual palette in a way that would have been lost had an American or a man (or a combination of the two) taken the reins.

Beginning with a seamless, sweeping opening shot of New York City in the most blushing twilight, Coixet’s visual style instantly mirrors the film’s thematic exploration of human twilight (watch for her expressive color choices – sharp neon reds in the dance club and soothing opalescent, antiqued grays in the beach scenes). David Kepesh (Ben Kingsley, who gets better with each year) is a respected cultural critic, best-selling author and professor who the audience immediately sees as a man who is going over the top of his peak and beginning a slide towards the inevitable decline into old age and impotency. Kingsley brilliantly skewers the type with a bracing performance.

David is, in many ways, a caricature of the wise old man who feels the need to suck the life force out of young women to make him feel more connected to his failed youth. David is a vampire of sorts, a wounded animal glimpsing his own mortality, kept alive by instinct. He preens, he is arrogant, and he is selfish.

He hangs out with George (the perfectly-cast Dennis Hopper), a Pulitzer Prize winning poet and moans about aging and lusting over young students and being alone. But at the moment that you think this film is going to be yet another middle-aged man in crisis film in the mode of American Beauty, Coixet deftly shifts the focus to the film’s much more intriguing female characters: Consuela (Penelope Cruz) and Carolyn (Patricia Clarkson), who pepper this essentially macho story, filtered through a thoroughly “male” author’s gaze, with a beautiful dose of the feminine. The triad of Clarkson, Coixet and Cruz provide a lovely, necessary balance to a story that had the potential to turn into a retread.

David enjoys a relationship of pure sexual convenience with Carolyn, an executive friend-with-benefits who has no expectations other than to get laid and get out. Clarkson’s opening scene, in bed with Kingsley, is the kind of erotically-charged, good-natured depiction of women over 40 that is missing from film. Later, the actress is shot in slow-motion doing a searing strip-tease, eyes ablaze. Clarkson is always gamely smiling, wise-cracking and putting her entire body into this performance, and her commitment to emotional truth is nothing short of ferocious.

Between her work as Carolyn here, opposite Cruz in Woody Allen’s Vicky Cristina Barcelona and finally, an underrated turn in Ira Sachs’ Married Life, Clarkson is proof positive that there are still interesting, multi-dimensional roles out there for women of her generation.

Providing a more youthful, soft yin to Clarkson’s trademark aloof, chilly dame’s yang is Cruz as Kingsley’s student who falls into an affair with the more experienced older man. It is a time-honored cliché to pair old men with sexy young things, and in this case Kingsley is 65 in real life and Cruz 34. As many times as we have seen this kind of pairing onscreen, I can’t think of a time when it has seemed less offensive. Cruz and Kingsley have an easy, natural chemistry, and while the male character does seem to hold most of the power in the relationship because of his fame and money, Consuela holds the power of youth, an alluring trump card in any romantic relationship.

The private interludes and the brilliant monologues in bed go beyond sex, though there is plenty of that in the film as well: après-romp, Consuela is searching for her shirt in the bedroom as David longingly watches her. What could have been a moment of utter creepiness, or a voyeuristic mess, instead becomes a moment of introspective reality. Though Cruz utters no dialogue here, there is much to be gleaned by simply watching her move.

Little scenes like this provide a much needed flavor, and help the film stay out of the traps of this genre. Coixet has an eagle-eye for detail and pacing that comes through strongly, something she experimented with previously on films My Life Without Me and The Secret Life of Words, but with less success.

Just when you think things are going surprisingly well, a set of third-act catastrophes are inserted into the story to provide Kingsley’s protagonist with very specific emotional challenges he must conquer to become a whole man again. Even though Cruz’s performance is her career-best, Elegy still revolves around David’s world, and because of this, Consuela must die to teach him these lessons.

Why does the vibrant, intelligent young woman have to become the sacrificial lamb that changes this old man? Couldn’t the author just as easily flip it around? Was his friend, the poet, who becomes debilitated by a stroke mid-way through and eventually dies, not enough? Moreover, why is this dying woman compelled to return to this prick in the first place, as her body gives way? What is the mysterious sanctuary she sees in David?

Coixet and company obviously cannot be faulted for the holes in Roth’s work, though it would have been fitting to have the director included on the film’s commentary track to explain her choices. Nicholas Meyer, who wrote the poetic script and provides the sole commentary in the modest extras (there is also a nice featurette), does his best to instill choice, logical moments for everyone involved, even as the film, by the last half hour, gets bogged down with sappiness and convention.

To everyone’s credit, Elegy succeeds much more than Robert Benton’s recent adaptation of Roth’s The Human Stain, which failed to capture the bloody nuances of the author’s prose on film. The narration is effective and culled from the novel, and Meyer gives each principle delicious bits of evocative dialogue to chew on, which in turn is reinterpreted in literate, unique rhythms by the actors (Clarkson particularly knocks her speeches out of the park in typically hysterical “Clarksonian” fashion – watch for the scene where she tells David off). There is an easy-going sense of give-and-take, and Elegy seems a fully-formed collaboration.

Instead of completely centering this film around the priggish lion David and by giving the other characters a chance to have amazing, private moments, Coixet’s examination of age and the natural process of dying are refracted through a spectrum of cultures, ages, experiences and fears that are atypical of contemporary American films. Coixet seems to have a penchant for dying young women, as witnessed by her English-language oeuvre, but more importantly, she explores the permanence of objects and knowledge as juxtaposed with the transience of our time on Earth.

The director is one of the blessed few women who is able to continually tell unique women’s stories with elements of romance and realism at the center of her universe. Elegy is her most seasoned look at bravery, loneliness and connection in the face of death. Score one for the ladies.