How many movies have been made about teachers falling for their students? Although the idea is sometimes off-putting, when Ben Kingsley and Penelope Cruz star as that teacher and student in Elegy, the situation gets a tour-de-force consideration.

David Kepesh (Kingsley) is a literature professor whose self-indulgence makes him think he’s  ageless. His life revolves around books, art and seducing his students. One student, Carolyn (Patricia Clarkson), has been a regular in his bed for 20 years.

When David notices a new young beauty in his classroom, he can’t keep his mind off of her. To his surprise he and Consuela (Cruz) begin an affair, and David constantly expresses every thought and emotion he feels to her. He describes her body like a work of art. Consuela laughs with the exuberance of youth and soaks up every ounce of adoration David bestows upon her.

While David breaths Consuela’s beauty in as if it were his last breath, he’s also blinded by it. Because of his age --  and let’s face it, he’s no prince charming -- David becomes obsessed with worry that he will one day watch her walk into the arms of another man. This fear paralyzes him from loving her unconditionally.

Consuela doesn’t understand this in the beginning of their affair, for she truly loves David. But, little by little, his irrational fear causes the relationship to unravel. Pulitzer-Prize winning poet and David’s best friend George O’Hearn (Dennis Hopper) offers David advice. He tells David not to be so intent on losing the woman but relish in the fact he has her instead. Sadly, his words fall on deaf ears as David and Consuela’s relationship unravels.

Screenwriter Nicholas Meyer, who adapted Elegy from Philip Roth’s novel The Dying Animal, describes the dilemma David faces. “This extraordinary, heart-stopping beauty pins Kepesh like a butterfly to a wall and creates an exceptional vulnerability that he little suspects because he’s not really seeing her. He doesn’t see her until it’s too late.”

The movie is complex, slow, often gloomy and features a lot of introspection. There’s a small subplot with Peter Sarsgaard as David’s antagonistic son. Their scenes only confirm David’s problem with real feelings and commitment. It’s these problems that distanced me from the film, even though watching Academy Award winner Kingsley (Gandhi) and Academy Award nominated Cruz (Volver) is always fascinating.

Kingsley, a prolific actor, stars in seven films just this year. He can play any roles -- from morose to amusing and uplifting. His 2003 Oscar-nominated role in House of Sand and Fog is still foremost in my mind. Cruz looks adorable and stands out in any film she stars in, so her fans as well as Kingsley’s will probably enjoy Elegy. While admiring the performances of these talented actors, I can’t say the film left me thinking I was glad I saw it.

(Released by Samuel Goldwyn Films and rated “R” for sex, nudity and language.)

Review also posted at www.reviewexpress.com.