He's published a book on hedonism and has a chic and cozy Manhattan apartment, loyal friends and an abundance of willing and nubile young grad students to conquer. Still, he's lonely, insecure and constantly wary.

Tentative yet tender, curious yet compliant, Consuela Castillo does not pursue her teacher, but ensnares him nevertheless. A willowy Penélope Cruz shines as the confident Cuban lover who resists any reminder of their 30-plus-years age difference.

What this occasionally clichéd, languid tale of simmering seduction lacks in action, it more than makes up for in outstanding performances. The two leads make everything and everyone around them fade away; their erotic attraction feels both enviable and heartbreaking. While Consuela tells David everything about her past; he remains a closed book. Admittedly consumed, his obsession grows with time, until -- as he predicts -- she wants more and moves on. Overpowered by his jealousy, David considers himself "deformed" without her. Recognizing his obsession, Consuela reminds him: "Even little kids are jealous of their toys, until they get tired of them and want new ones."

For advice and a dose of reality, David consults his friend George. In a role bordering on normal -- a departure for this versatile Blue Velvet vet -- a captivating Dennis Hopper is charming as the sensible half of what is clearly a long and deep friendship. Upon hearing about the intimate escapades, George shares his joy but cautions: "You've gotta stop worrying about growing old; worry about growing up. Thank your lucky stars for such a one-shot encounter!"

And thankful he is. David's credo: "When you make love to a woman, you get revenge for all the things that defeated you in life." Evidently, he's been defeated rather often. The only routine in his meandering life is his steady lover, Carolyn: every three weeks, with no strings and no demands. A suspicious yet soothing Patricia Clarkson is wonderful as the carefree, confident businesswoman who sparkles with understanding and patience.

Despite the deeply thought-provoking material, the generally shallow dialogue does not match the nuanced characters. Along with a few clichés sprinkled among the self-pity, there are the usual scenes of buddy talk at the sports club, which never rises above adolescent exchanges about youth, sex and affairs; or as celebrated poet George puts it, "endless navel gazing."

Defending his commitment-resistant ways, David sums up his romantic failures with "Marriage is a problematic institution at best." Making this self-fulfilling prophecy even more inescapable is the only tangible evidence of his failed marriage, his morose and conflicted son Kenny: a married father and successful physician, played with warmth and restraint by Peter Sarsgaard. His every searing scene starkly demonstrates their delicate détente, and is wholly believable given the unspoken yet undeniable similarities with his father.

A tragedy causes David to reflect and regroup. And between the intense rendezvous and interludes of passionate piano music, come some none-too-subtle lessons. The most important, via George, illuminates the invisibility of beauty and the emptiness within.

Get $150+ in coupons in every Sunday N&O. Click here for convenient home delivery.