Annette Bening steals the show as an aging theatre actress whose affair with a younger man changes her perceptions of her life and her position forever in this sumptuous adaptation of W. Somerset Maugham's 1937 novel "Theatre." Also set in the '30s, "Being Julia" is rife with witty dialogue and situations that remind one of Hollywood films of old. Bening's character Julia Lambert, an actress who's the toast of London, could have easily wandered in from a Noel Coward or Ernst Lubitsch production. The movie's concerns about aging and a system that disdains older women are a little more modern in concept.

Bening's British accent is impeccable, but it's her dizzying on-screen persona that is riveting. Her portrayal of a woman who is so steeped in her art--and artifice--that she can't always tell reality from fantasy is a tour-de-force performance that anchors the film in her view of the world. Bening keeps you off-balance as you wait to see what Julia does next. The rest of the cast can only orbit around Julia's star, but they're all good, with Juliet Stevenson as Julia's tart-tongued dresser, Shaun Evans as Julia's callow American lover, and Lucy Punch as his scheming ingenue girlfriend, in particular standing out. (Jeremy Irons is fine but underused as Julia's business manager/husband and Michael Gambon, though funny in his role as the ghost of Julia's mentor, who pops up periodically to comment on the action, is an unnecessary plot device.)

"Being Julia" does cry out for a lighter touch than dour director Istvan Szabo ("Mephisto") brings to the material and, at the end, this is pretty fluffy stuff, but as long as Annette Bening is on screen, the film can do no wrong. Starring Annette Bening, Jeremy Irons, Shaun Evans and Juliet Stevenson. Directed by Istvan Szabo. Written by Ronald Harwood. Produced by Robert Lantos. A Thinkfilm release. Comedy/Drama. Rated R for some sexuality. Running time: 105 min