During the last moments between life and death, how splendid to have a long-lasting memory of a happier time to ease the pain. That's the basis of Evening, adapted by Michael Cunningham and Susan Minot from her novel of the same name. The movie, which transitions back and forth between the past and present, is about timeless love -- between friends, lovers, and mothers and daughters. The rich cast includes Vanessa Redgrave, Meryl Streep, Glenn Close, Natasha Richardson, Toni Collette, Hugh Dancy and Patrick Wilson, Claire Danes and Mamie Gummer.

Ann Lord (Vanessa Redgrave) lies dying in her bed in her Newport, Rhode Island, home. Her daughters Constance (Natasha Richardson), a married mother with two children, and Nina (Toni Collette), have taken up vigilance to care for her. As Ann slips in and out of consciousness, the smile on her face and her mumblings reveal a story of a lover, one Constance and Nina never heard about.

During her few lucid moments when Ann talks about these times, the movie transitions back 50 years. Ann (Claire Danes) is about to be a maid of honor in the high society wedding of her best friend Lila Wittenborn (Mamie Gummer). As the guests arrive for a carefree weekend at the seaside estate of the Wittenborn's, few realize the intense emotions that lie beneath the elation.

Lila isn't sure how she got engaged, but she can't help being jealous of Ann's new acquaintance with Harris (Patrick Wilson), a childhood friend of the Wittenborn children. Lila's playful and out-of-control brother Buddy (Hugh Dancy) introduces Harris to Ann, and the three become so close that problems soon arise about who is in love with whom.

As the relationship between Ann and Harris intensifies, Buddy drowns his pain in a bottle, which results in several upsetting moments during what should be a festive time. It's the memory of this love that keeps the dying Ann hanging on.

Nina, single and newly pregnant, is a free spirit and unsure about telling her boyfriend he's the dad. Delighting in the news her mother reveals, she encourages her to tell them more. In contrast, Constance, a more traditional married mother of two, is horrified with the revelation that Harris might have been the only man her mother ever loved. She demands that Nina stop encouraging their mother to talk about it.

Although the big names in this cast might be a draw, a few of the heavyweights have little screen time. Glenn Close as Mrs. Wittenborn appears only a few minutes in the movie -- and with only one significant offering, a blood curdling scream. Meryl Streep plays the older Lila who comes to visit her dying friend Lila, and that's her one scene here. It certainly helps, however, to point out the incredible resemblance between her and her real life daughter, Mamie Gummer, who plays the younger Lila.

Claire Danes, Patrick Wilson and Hugh Dancy all do a great job in their roles. Danes has a chance to sing in a scene where Ann is performing at a night club, and she does a fantastic job.

One of the most poignant things about Evening involves watching Vanessa Redgrave (who has little room in this role to show her real talent) and her daughter play an on-screen mother and daughter. Richardson admitted this was particularly hard for her. "Seeing her lying on that bed, in that room, I mean, she was heartbreaking to look at anyway," said Richardson. "There were times it was very, very hard to hold it together, because it does make you think of all those things -- projecting to the future."

While the all-star cast is a major draw for Evening, director Lajos Koltai (Fateless) falls more on his former career as a cinematographer to tell the story, which only serves to bog down the drama. Granted, the visuals are beautiful, but too many scenes of blowing curtains in the window, glistening sunlight off the water and starry-night skies defuse the emotional story and the explanation of Ann's utterance, "Your first mistake is like your first love."

I believe Evening will appeal mostly to women and fans of Susan Minot's books.

(Released by Focus Features and rated "PG-13" for some thematic elements, sexual material, a brief accident scene, and language.)

Review also posted on www.reviewexpress.com.

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