In virtually every respect, nothing distinguishes Philip Haas' Up At The Villa from the slew of tradition-of-quality costume dramas that ask the question, "How will this affect the very wealthy?" But it does offer definitive evidence that Sean Penn can do anything. Cast against type as a suave, monied American aristocrat in pre-war fascist Italy, he more than matches such period regulars as Kristin Scott Thomas, James Fox, and Derek Jacobi, swiping scenes with his sly wit and mischievous eyes. He brings a sense of real danger and mystery to an otherwise uninspired adaptation of W. Somerset Maugham's 1940 novella, which only half-satirically documents an insular group of privileged Anglo-Americans as their world is threatened by '30s fascism. The elegant and sympathetic Thomas stars as an idle widow living off the considerable wealth of a tepid English gentleman (Fox) in a beautiful, isolated Renaissance villa in Tuscany. When he proposes marriage, she bristles at the thought and asks for a couple of days alone to consider his offer. Over the course of an evening, she's courted by two men, one a philandering rake (Penn) and the other a penniless Austrian refugee, played by a miscast Jeremy Davies. Haas and his wife Belinda, who gets writing and editing credit, specialize in literary adaptations with a healthy streak of humor, be it whimsy (Paul Auster's The Music Of Chance) or something more sinister (A.S. Byatt's Angels And Insects). It's little surprise, then, that Up At The Villa works better as comedyAnne Bancroft, as a gossipy matriarch, gets many of the sharpest linesthan as Garden Of The Finzi-Continis revisited. But since its tone is ultimately serious, if not gravely tragic, the promise of a bright comedy of manners dwindles into a standard-issue, forgettable melodrama.