Stephen Rea and Sarah Polley star as May-September lovers in Audrey Wells' Guinevere, and it seems unlikely that the film's haughty mix of dubious gender politics and pseudo-sophisticated artspeak would stand a chance of working without them. Rea's craggy, ruefully expressive face softened his unforgettable turn as an IRA henchman in The Crying Game, and it lends genuine pathos to his troubling character here, a bohemian photographer with a predilection for beautiful women half his age. As a timid wallflower with wavering self-esteem, Polley basically reprises the Janeane Garofalo role in Wells' script for The Truth About Cats And Dogs, displaying a similar vulnerability and no-nonsense skepticism. Fleeing from a family of overachieving lawyers, Polley moves into Rea's loft under the condition that she learn about art and develop her creative side. He tells her she's there "of her own free will," but the disturbing, almost paternal power he wields as her older lover and educator suggests otherwise. Though never compelling as a portrait of arty San Franciscans, Guinevere is a fascinating character study for a while, and it includes at least one brilliant scene in which Polley's mother (Jean Smart) uses a lawyer's cruel, infallible logic to cut Rea down to size. But when the revelation arrives that Polley is far from the only woman to benefit from his "tutelage," her reaction to this incredible betrayal isn't remotely believable. Wells takes admirable risks with her central relationship that are certain to provoke debate, but despite her polished dialogue and a pair of inspired lead performances, Guinevere isn't convincing.