Leaving Aileen Wuornos and her murderously unglamorous ways far behind, Charlize Theron dons 1930s garb and vamps her way through "Head in the Clouds" as a French-American heiress, bohemian and international heartbreaker named Gilda Besse. Gilda's supposedly irresistible charms leave every man and woman prostrate at her feet. Her foremost devotee is the Irish-born Guy (Stuart Townsend), who falls under her spell as an undergrad at Cambridge and later rekindles his flaming devotion in Paris, where Gilda, now a photographer, shares a flat with Mia (Penelope Cruz), a Spanish model-stripper-nurse-activist with a limp. Soon all three are happily living together in what may or may not be a menage a trois (the movie is a bit coy). Reality intrudes in the form of the Spanish Civil War, followed by the even more inconvenient World War II. While conscience calls Guy and Mia to the battlefront, the hedonistic Gilda proclaims them all party poopers and stays behind to await her darkly ironic fate.

As you can see, there's a whole lot of romantic and historical huffing and puffing in writer-director John Duigan's rickety epic, most all of it recycled from other films. Gilda's definitely a babe. But unlike Guy and Mia, the audience will get fed up with her brattish insensitivity. Theron tries, and fails, to find depths in Gilda that the script neglected; the more the film insists on her irresistibility, the more resistible she becomes. Then again, what Gilda sees in Guy--a bland fellow blandly played by the handsome Townsend--is equally puzzling. (Theron and Townsend are an off-screen couple but have no more on-screen chemistry than Tom and Nicole did.) A paint-by-numbers old-fashioned romantic epic, "Head in the Clouds" is neither romantic nor epic, but it does succeed at old-fashioned.