Harper (Sarah Polley, Go) was twenty-one then and had just met Connie (Stephen Rea, Still Crazy) at her sister’s wedding, where he was the photographer. At the time, Harper had reached an important crossroads in her life. She was slated to enter Harvard’s law program, appeasing both her lawyer parents and lawyer sister. Yet at the same time, Harper realizes that this could be her last chance to really cut loose in life without it having major and permanent ramifications.

Thirty years her senior, Connie immediately notices the shy, wallflower that is Harper and, not unlike a hawk scooping up his umpteenth field mouse, offers her a job as his photography assistant. Not ever having been able to express herself at all, let alone artistically, Harper embarrassingly squeaks, "You’ve obviously mistaken me for someone with potential," before accepting the job and moving into Connie’s hip San Francisco loft.

The two hit it off, despite the fact that Harper is deathly afraid of operating the Nikon F-2. She clumsily knocks down Connie’s lights during a photo session and, even more clumsily, giggles through their first sexual encounter. Harper doesn’t tell her parents about Connie, explaining that she is staying with a friend, since Connie is older than both Mr. and Mrs. Sloane.

One day, Harper meets Billie (Gina Gershon, Snoops), one of Connie’s exes. Billie explains to Harper that she is just the latest enrollee in "The Connie Fitzpatrick School for Young Women," to which he admits and nurtures inexperienced women into his artistic lifestyle before the students acquire enough confidence and direction to move on and leave him. Billie, who started in photography and moved to painting in her second year, goes on to reveal to Harper that she is the fifth student and that each is nicknamed Guinevere, a moniker that Harper had previously thought special to her.

An angry Harper immediately leaves Connie, and her move back home coincides with her twenty-first birthday. Unfortunately, Harper’s family is too busy discussing legal precedents at dinner to remember her yearly celebration, largely ignoring the birthday girl. Connie, however, knows how to play the game, throwing Harper a giant party and winning her affections back.

In one fantastic scene, Harper’s mother (Jean Smart, The Odd Couple 2) unexpectedly shows up at the loft and dresses Connie down, cutting him to the bone with a one-word explanation of why he only wants young girls. Hit too close to home, Connie is never quite the same – and neither is the film. Through this amazing scene (which may net Smart an Oscar nomination), Guinevere is a very good film. But writer/director Audrey Wells’ (The Truth About Cats & Dogs) script dissolves into an odd blend of Leaving Las Vegas and The First Wives Club.

Wells, making her directorial debut here, certainly shows she is capable of helming feature films, eliciting great performances from Rea, Smart and especially Polley. Her script is much more than a typical May-December romance pic that, unfortunately, can’t find a better conclusion.

1:44 – for nudity, strong language and adult situations