Set in Italy at the threshold of WW II, the film is the consummate exercise in pigeonholing. The Italian police are corrupt, brazen and supercilious; the European petty nobility are arrogant, easy to dislike and appropriately self-consumed; the lone American (Sean Penn) is hopelessly irresponsible, brash, superficial, cocksure and a borderline incompetent; and the innocent refugee (Davies, who is also great) is loveable, poor, misunderstood and eventually suicidal because of his adulation of a woman (Kristen Scott Thomas). The English gentleman is, of course, properly moral, quietly patrician and appropriately self-effacing when required.

Kristen Scott Thomas, Mary in "Up in the Villa," plays the part of widow beset by many urges, ghosts, a spot of rebellion, not to mention some deep-seated personal insecurities. As only she can, KST pulls together all these facets with dialogue, delicate mannerisms and her copyright look - but in the end, even the writer must have been unsure that the story was carried, because, reiterating the boorish plot out-load falls to bare discourse between a now apologetic Mary (KST), and a suddenly (again) haughty Princess. Sean Penn plays the role of the American, but he comes off more as sort of amalgam of Fonzy and a mongrel pound-puppy. The stereotype of the American seems to be aimed at portraying the Euro version of a "strong silent type," but he just comes across as an American looser - which, on second thought, may have been the director's intent all along.

You'd think after devoting a couple of hours to watching this, that the writer would reward the audience with an ending at least worthy of the actors, if not the plot. Regrettably even the ending is weak, so weak in fact that when Mary wanders off with the American, who can tell whether it's good, bad or if it even matters to them or anyone else. It amounts to sort of an "on the train" version of riding off into the sunset -- but just looks like the director finally admits to being bored with the whole affair.

If you're a Kristen Scott Thomas fan, see the film to watch a great actress at the top of her craft, otherwise your time may be better spent on other things.