`GUINEVERE' TAKES FRESH, REALISTIC PEEK AT MAY-DECEMBER COUPLE.

Byline: Glenn Whipp Film Critic

May-December romance movies are a dime a dozen. The only thing more prevalent are on-screen couplings where the age chasm is taken at face value. Nobody snickers when Clint Eastwood or Jack Nicholson or Robert Redford or Sean Connery (we could go on, it's a long list) escorts some woman half his age around town. But then, that's why Hollywood is known as the land of make-believe, isn't it?

In a decidedly more realistic vein comes ``Guinevere,'' a tough-minded take on the older-man, younger-woman dynamic. Here, people not only snicker at the May-December couple, they stare and point as well. In other words, they react like normal people would if they spotted Grandpa putting the moves on a college girl.

``Guinevere'' stars the remarkable young actress Sarah Polley and the charming Stephen Rea as the couple in question. Polley plays Harper, a recent college graduate, coping with the confining expectations of her family. Mom (a devastating Jean Smart) expects Harper to follow the family's footsteps to Harvard Law School. Harper is so used to ceding to these presumptions that she's willing to go along with the plan.

Until, that is, she meets Connie (Rea), a bohemian photographer who sees something in Harper no one else sees (including, sometimes, those of us in the audience). Connie offers to become Harper's mentor. She can live in his loft - in San Francisco's beatnik-meets-Banana Republic North Beach neighborhood - with no strings attached, provided she dedicates herself to discovering her artistic abilities.

``You're mistaking me for someone with potential,'' Harper pouts. ``Can't I do something menial instead, like laundry?''

Nope. Instead, Connie has a laundry list of books, music and artwork for Harper to absorb. Of course, the carefree Connie isn't solely dedicated to teaching. He wants Harper's affection, too. But more than that, Connie loves the young woman's reverential worship of him because, to a more seasoned observer, it would be clear that Connie's best days are behind him.

``Guinevere'' marks the directorial debut of writer Audrey Wells, whose screenplays include ``The Truth About Cats and Dogs'' and ``George of the Jungle.'' It's an accomplished first effort, piercing and personal and unafraid to explore the subtle complexities and dicey dynamics of its central relationship. Harper and Connie love each other, loathe each other, exploit and take care of each other. It's real, human and, for the most part, pretty believable.

Wells, too, made her job easier by casting Polley and Rea. Polley, quite simply, is the most interesting young actress working today, astonishing in her authority and remarkable in her range. Rea is every bit her equal, investing a wistful fragility to Connie, a character who could easily have been a cliche, and, in fact, has been a cliche in many lesser movies.

The facts

The film: ``Guinevere'' (R; strong language, nudity, sexual situations).

The stars: Stephen Rea, Sarah Polley, Jean Smart.

Behind the scenes: Written and directed by Audrey Wells. Released by Miramax Films.

Running time: One hour, 40 minutes.

Playing: Laemmle's Sunset 5 in West Hollywood; Landmark's Westside Pavilion Cinemas in West Los Angeles; Mann Criterion 6 in Santa Monica; Laemmle's Playhouse 7 in Pasadena.

Our rating: Three stars

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Photo

PHOTO Harper (Sarah Polley) is introduced to San Francisco's bohemian lifestyle by Connie (Stephen Rea) in ``Guinevere.''