More than anything this is a beautiful film, with incredible visuals and cinematography by Jean-Claude Larrieu, and intelligent and beautifully directed scenes by Isabel Coixet. Having previously read the novel that inspired the film, "The Dying Animal" by Philip Roth, I found this to be a faithful adaptation, with only slight changes. In the film, David Kepesh is English rather than American, and his son is a doctor rather than in the fine arts business. But these are merely slight changes and the core of the story remains; Kepesh is beautifully portrayed by Ben Kingsley. He is, more than anything, a pathetic, shallow old man, slave to his desires and clinging to his long-lost youth. He knows his condition is absurd and makes no bones about it, although his shameless pursual of young women quickly made me lose sympathy with him. One particularly touching, recurring scene occurs in a cafe, where Kepesh and his friend George drink tea. George (an amazing performace by Dennis Hopper) tells him his theory about beautiful women; that they are invisible, and that no one can see them, because no one ever gets past the shell of the outer beauty. Close to the end of the film, he inquires of Kepesh: "Did you ever really see her? I mean all of her." To which Kepesh replies: "I didn't understand what I saw...she was this weird clutch of inconsistencies." And George replies, "You're talking about her in the past sense". This alludes to the ending of the film, in which Kepesh is faced with the choice of carrying on loving a woman he is no longer in a position to appreciate at face value. Will he leave because she is no longer beautiful, and remain the shallow, exploitative man he always was, or will he stay?