`FLESH'-ING OUT A LESSON IN RELATIONSHIPS.

Byline: Bob Strauss Daily News Film Critic

Standard romantic roles are reversed quite exquisitely in the absorbing, sophisticated French film ``The School of Flesh.'' Based on a Yukio Mishima novel transposed from postwar Japan to modern-day Paris, it puts a mature woman in charge of a passionate affair with a beautiful but confused younger man.

Or is she in charge? The thing that makes Benoit Jacquot's film more than just another gigolo story is its fine understanding of the moment-to-moment power shifts that define any relationship, but particularly those fraught with significant age, class, money and even orientation imbalances. (The adaptation was made by Jacques Fieschi, who insightfully explored similar issues in his award-winning script for ``Nelly and Monsieur Arnaud,'' although in the more traditional, older man/younger woman context.)

Jacquot, whose best-known U.S. release was the acclaimed ``A Single Girl,'' is also refreshingly upfront about the way great sex can lead to deeper attachments, even among mismatched lovers who understand from the start that their affair is not likely to stand the test of time.

Good as all of these elements are, it is Isabelle Huppert who makes the whole enterprise work. One of France's greatest actresses, she reliably paints a superbly modulated portrait of a smart, successful fashion designer taking an erotic flier she needs to both control and surrender to.

But there's an extra and very special element Huppert brings to the role. Her haughty yet achingly vulnerable Dominique's mannerisms mirror the inscrutable impudence that was Huppert's trademark when she played young temptresses in the '70s and '80s. This adds a sublime knowingness to Dominique's interactions with her own maddening boy toy, not to mention fond memories of such great Huppert films as ``The Trout'' and ``Loulou.''

The young man, Quentin (Vincent Martinez), likes kickboxing, video games, hustling and keeping secrets, in no particular order of preference. Indeed, as Quentin inevitably turns difficult, Dominique debriefs his former gay lovers while plotting her counter-tactics. But they're generally as perplexed as she is.

Although he's always trying to see how much he can get away with, Quentin has his tender, reachable side. And even if she gets much more deeply involved than she intended to, Dominique has a reliable emotional compass that always points true north. They do a dance of fire and ice that's smarter than its somewhat schematic steps would indicate.

The movie at times handles its complicated gender politics a little too obviously and awkwardly. But it understands personal negotiations like a world-class diplomat.

THE FACTS

The film: ``The School of Flesh'' (R; sex, nudity, language, drug use).

The stars: Isabelle Huppert, Vincent Martinez, Marthe Keller.

Behind the scenes: Directed by Benoit Jacquot. Written by Jacques Fieschi, based on Yukio Mishima's novel. Produced by Fabienne Vonier. Released by Stratosphere Entertainment.

Running time: One hour, 41 minutes.

Playing: Westside Pavilion, West Los Angeles.

Our rating: Three and one half stars.