Maurice (Peter O'Toole) is an aging actor who takes the odd role as a corpse to make ends meet. Most mornings, he has to talk himself into getting out of bed. In his youth, Maurice was known for his good looks, and for his lack of restraint around women. In his senescence, he still cannot resist wooing a pretty girl, so when his best friend Ian (Leslie Phillips) arranges for a young female relative to live with him, Maurice promptly finds an excuse to visit. Although Jessie (Jodie Whittaker) is angry and taciturn, Maurice is nevertheless enchanted by her. Venus is the story of their Pygmalion-like affair.

Maurice sets out to seduce Jessie with the single-mindedness and aplomb of a man unaccustomed to rejection, and Jessie responds with manipulation and brutality. Maurice remains resolute, even after he learns that he has prostate cancer. Jessie, a half-century younger, and a child of the provinces--evinced by her accent and lack of education--is repulsed by Maurice's amorous advances, but true to the patriarchal fantasy of Ovid's Pygmalion (and cinema's My Fair Lady), Maurice believes he can breathe life into the dull girl. First, he takes Jessie to the National Gallery to see Diego Velázquez's A Venus at Her Mirror--after which Jessie gets the sobriquet of "Venus"--and later they go to the theatre together. He quotes Shakespeare and she recites pop songs. In the end, there is an odd justice to their affair, but no real redemption.

In George Cukor's My Fair Lady, Professor Henry Higgins, at his best, is condescending and obtuse--the violence he commits against Eliza Doolittle is plain. In the end, the narcissistic professor falls in love with his creation, and is transformed by that love, as is Eliza. In Venus, Maurice is lecherous, and his relationship with Jessie is a study in sadomasochism. Given the predictable outcome, were it not for a brilliant cast, Venus would be too darkly anachronistic and unsatisfying to be entertaining. Screenwriter Hanif Kureishi, probably best known for his work with Stephen Frears--My Beautiful Laundrette and Sammy and Rosie Get Laid--writes snappy dialogue, but overall the screenplay lacks inventiveness. The best that can be said for director Roger Michell (Notting Hill) is that he doesn't interfere with the actors.

O'Toole appears older than 74, and the 69-year-old Redgrave--playing Maurice's ex-wife, Valerie--seems frail, but they are wonderful, as is Leslie Phillips, at a very youthful 82. Michell's tendency to hold a scene longer than necessary gives the actors a lot of room, and with this cast of veterans, anything less would have been an injustice. The surprise is Jodie Whittaker, fresh out of acting school, who, if she did nothing else but survive O'Toole's onscreen dominance, would have been astonishing. She does much more than that: Her Jessie reveals the dark side of petulance. She's a creature bred on beer and chips, survivor shows and arcane rock lyrics. When Maurice discovers how she was wronged by another man, she strikes back at him like an injured animal, and when in the end she suffers pangs of remorse, she makes Jessie's implausible character transformation believable.

Much will be made of the Michell's typecasting of O'Toole: There is an unmistakable authenticity to the infirmities, to the loneliness that Maurice ("Morris" in the idiosyncratic British pronunciation) experiences. However, it isn't serendipity that allows O'Toole to achieve that veracity; he magnifies the fragility of old age through his unerring instincts as an actor. Redgrave is equally luminous in her portrayal of Valerie, who remembers her husband's abandonment of her quite clearly, but who, like an indulgent mother, forgives him his feckless nature. She is without measure among the actors of her generation, and among actors in general. Had Venus been more skillfully written, Redgrave's Valerie would be the Demeter to Jessie's Persephone, the unequivocal proof of Maurice's one endearing quality: his love of women.