Guinevere (1999) ** 1/2

Directed and written by Audrey Wells. Photography, Charles Minsky. Editing, Dody Dorn. Production design, Stephen McCabe. Music , Christophe Beck. Cast: Stephen Rea (Connie Fitzpatrick), Sarah Polley ( Harper Sloane), Jean Smart (Deborah Sloane), Gina Gershon (Billie), Paul Dooley (Walter), et al. Producers: Tani Cohen, Boaz Davidson, Danny Dimbort, Dody Dorn, Beau Flynn, Julia Ganis , Todd Gilbert, Jonathan King (III), Avi Lerner, Claudine Magre , Trevor Short, Stefan Simchowitz, Bob Weinstein, Harvey Weinstein, Brad Weston (II). A Miramax production. 104 minutes. R (sex)

Reluctantly, I'll have to spell out much of the plot. "Guinevere" is a May-October love affair. Bohemian photographer Connie Fitzpatrick, is played by Irishman (b. 1949) Stephen Rea. Harper Sloane, is played by Sarah Polley (b. 1949). We meet them at her sister's wedding in July 1991. , in San Francisco.

The Sloanes are an upper middle-class family, at least in income: Dad is a lawyer, Big Sister is a lawyer, her husband is a lawyer. There's symbolism here, but it is not especially exploited, except that Harper, a recent college graduate, has been accepted at the Harvard Law School and appears to be less than enthusiastic about it.

At the wedding she seems to feel awkward, restless and uninvolved --until she meets its photographer Connie. The turning point comes later, when the pictures he took arrive. He's framed them so as to miss Harper, but the lot includes a presumably "catch the real person" picture of her, solo. The enchanted girl rushes to visit him in his proletarian studio-plus-apartment. He impresses her with his persona, she impresses him with her youth, things heat up and she moves in with Connie while lying to her family by saying she is had. In fact, not been accepted by Harvard and that she is now staying with a girlfriend. The Sloanes -- defying logic --somehow accept both alibis.

Connie seduces Harper both physically and mentally, makes her his assistant and teaches her photography. You smell immediately the Pygmalion thing --with a difference: it's like Rex Harrison going to bed with Audrey Hepburn first, and only then drilling her in the art of speaking. Here this is visual language, with a Nikon camera. Harper does well, but too soon for viewers who are "au courant" with the skills of photography. Still, it is an interesting relationship, even though neither he nor she are interesting per se.

Following a mixed bag of small episodes, some fifty minutes into the film, Mrs. Deborah Sloane appears in the twosome's abode. She is a handsome 40-year-old woman (Jean Smart, b. 1959) who might have made a more appropriate mistress than her daughter. Ms. Smart steals the show in a rather short sequence. She does not throw a tantrum, does not recriminate, but coolly dissects the situation. She tells Connie :"You're even older than me, and you're [word deleted] my daughter. " She also analyzes, with a clever subtext of regret, the fact that no woman who is not physically perfect would dare show her flesh to the experienced eyes of Connie. And she hits the nail on the head with "I know exactly what she [Harper] has that I haven't got. Awe" which she explains lucidly. Connie- the-seducer's reaction is "You're quite a woman, Deborah. " But she puts him down with "Mrs. Sloane. I am Mrs. Sloane" and departs.

This sequence is the best in the movie, especially as the well-sketched Mrs. Sloane can be at the same time a haughty socialite, a flutterhead, a bitch on wheels. , and wise.

The movie is, in part, about Harper's belated (she'll be 21 in a few months) coming of age. Now she is thinking of moving out and having her own small apartment near Connie's. He counters with "this is no time to go" adding that in five years' time she will know when that time comes. Nonetheless, Harper returns to her parents' home. At the dinner table, Deborah has the cowed group (her husband, two daughters and son-in-law) play a perverted fame involving fortune cookies. The young woman has had it. She returns to Connie who is throwing a surprise party for her 21st birthday. It is a bohemian affair, in which the various types seem to be as dull and stereotyped as the buttoned-up bourgeois.

Some time passes. The movie, neutral until now, takes a serious, sad swerve. Connie has to be hospitalized for detoxification. (We knew he was a hard drinker but the movie had not warned us that he was an alcoholic). More bad news: Connie is also broke. The couple drive from San Francisco to Los Angeles where he hopes to sell some pictures. Humiliation sets in when he has to get a handout from an old friend,. It increases when soon after, Connie, looking his age, loses some false teeth while eating. To pay the dentist they pawn his Nikon camera (there is abundant product placement for this brand throughout). In a motel room, he sends out Harper to buy booze. What follows should evoke in cinephile minds a variant of "A Star is Born. " It is not, however, the end. This comes four years later, when Harper, now a successful photographer, returns to the dying Connie, joining a quartet of former lovers and at the very end describing death to the man via a montage of fantasies. Both sequences are corny, dumb stuff that goes against the movie's realism.

Technical credits are good. The principals' performances are convincing, credible (except for a silly, too-young number of Connie on a rooftop), and Stephen Rea handles ably a non-Irish accent : I heard just one brief Irish lilt in his intonation.

The main supporting role, of Billie (Gina Gershon, whose small part in the recent "The Insider" was memorable) is underwritten. The rest of the characters are insignificant sub-supporters.

Guinevere is the name the photographer gives all his mistresses. The why of it escapes me. I see no connection to King Arthur's wife Guinevere, or to Sir Lancelot, her lover.

The movie is the first one directed by Audrey Wells, the writer of "The Truth About Cats and Dogs. " It makes its points, several of them sharp, others rather vague. I wonder what was the input, if any, of its army of producers (see the credits above).