In Elegy, Ben Kingsley plays David Kepesh, an erudite, 60-something literature professor who reviews plays for The New Yorker, writes books on the origins of American hedonism and likes his women young. When he sets out to seduce one of his former students, a Cuban woman named Consuela (Penelope Cruz), we're made to understand she will simply be another conquest, a way for him to amuse and pleasure himself for a spell, appease his still-raging virility and, at his ripe old age, remain engaged ``in the carnal aspects of the human comedy.''

Then something unexpected happens: For the first time in his life, Kepesh falls in love. He falls hard. What's worse, for him, is that Consuela is equally smitten. It might have been easier if she wasn't. Then all the insecurities that torment the AARP playboy -- she's too young; she's bored with him; she wants to date someone her own age; she's using him -- might have been grounded in something other than his own neuroses.

''You have to stop worrying about growing old,'' says Kepesh's best friend, a Pulitzer-Prize winning poet (an excellent Dennis Hopper) who has given up his hedonist ways and is trying to salvage his marriage. ''Worry about growing up.'' But Kepesh has kept his heart to himself for too long to know how to suddenly do things differently (his only long-term relationship is with another former student, played by Patricia Clarkson, a businesswoman who pops into his bed for impersonal sex whenever she's in town). The more Kepesh's affair with Consuela intensifies, the more he starts behaving like a nervous teenager. On the nights she's not with him, he feels ``deformed.''

Elegy was adapted from the Philip Roth novella The Dying Animal by screenwriter Nicholas Meyer, who previously struck out with another Roth adaptation, the insipid The Human Stain. He fares better this time, lifting entire chunks of Roth's dialogue and most of its plot, including Kepesh's relationship with his terminally bitter son (Peter Sarsgaard), who hates his dad for having walked out on his family.

But director Isabel Coixet (My Life Without Me) keeps the focus on Kepesh, played by Kingsley in a performance that brings sympathy and humanity to a selfish, imperious, predatory man. You don't take pleasure at Kepesh's flailings when he longs to possess Consuela the way he possesses a painting or sculpture: You feel pity for a life wasted, as well as harbor hope it is not too late for him to change.

But the story throws cruel twists his way. ''Life keeps back more surprises than we can imagine,'' Kepesh ruminates, and at his stage in life, they are rarely good ones. As formidable as Kingsley is, Elegy wouldn't work if his object of obsession wasn't worthy of him. But Cruz, who has apparently gotten a lot more liberal about on-screen nudity, is as good here as she is in Vicky Cristina Barcelona, even though she doesn't have the safety net of reverting to her native Spanish.

The actress has to make us believe completely in Consuela's love for her much-older partner; her passion can't feel like a plot device. She makes us understand why Kepesh is unwilling to believe such a beautiful, luminous woman could ever fully invest herself in a much-older lover and gets us to see Consuela as a fully formed, intelligent person and not just the focus of someone else's lust. If only Kepesh could see her that way. But trust is the hardest thing for the loveless heart to learn.

Cast: Ben Kingsley, Penelope Cruz, Dennis Hopper, Patricia Clarkson, Peter Sarsgaard, Deborah Harry

Director: Isabel Coixet

Screenwriter: Nicholas Meyer. Based on the novel ''The Dying Animal'' by Philip Roth

Producers: Tom Rosenberg, Gary Lucchesi, Andre Lamal

A Samuel Goldwyn Films release. Running time: 108 minutes. Vulgar language, nudity, sexual situations, adult themes. In Miami-Dade: Intracoastal, South Beach; in Broward: Sunrise; in Palm Beach: Shadowood, Mizner Park, PGA.

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