In “Elegy,” professor David Kepesh’s preoccupations are two: sex and death. He tries to banish the shadow of the latter with an obsessive fixation on the former.

A famous author now in his ’60s, Kepesh (Ben Kingsley) has spent his life in avid pursuit of lovely young women, many of them his students. He’s gotten older, but the age of his conquests has remained constant: 20s and early 30s. His latest lover, Consuela (Penélope Cruz), is 30 years his junior. She’s perhaps the most beautiful of them all. He’s besotted by her, awed by her and at the same time fearful of her.

Her youth attracts him, but it also sharpens his awareness of the ticking of time’s clock. As their affair deepens, she lets him know she loves him. And that makes him all the more fearful. He’s certain that in time – tick, tick, tick – she’ll leave him for somebody younger. As their involvement deepens, so does his pain.

He’s in ecstasy, he’s in agony. They’re one and the same.

Those entwined emotions are embodied with exquisite precision in Kingsley’s performance. There’s a stillness in his body language, denoting a cool seducer who pursues his prey with practiced confidence. He knows not to come on too strong, to let his intellect and his eyes do most of the work of drawing women to him. Mustn’t seem too eager, or, heaven forbid, needy.

It’s in the eyes that the awesome quality of Kingsley’s performance lies. There’s a depth of feeling there and layers of emotion evident in his penetrating gazes. They draw you in. They hold you tight.

They’re matched in intensity by Cruz’s gazes. Her character is a wise, confident woman, well aware of her beauty, aware of the effect she has on men, aware particularly of the effect she has on this man.

Director Isabel Coixet (“My Life Without Me”) often presents these characters gazing steadily at each other. They speak eloquent lines crafted by screenwriter Nicholas Meyer (“The Seven-Per-Cent Solution”), but it’s what they say with their eyes that most effectively gets across the depth of feeling they have for each other.

Meyer’s screenplay is based on “The Dying Animal,” a novel by Philip Roth. It’s the second Roth novel Meyer has adapted (“The Human Stain” was the first). Above all, it’s very perceptive in its handling of the quiet terror that grips Kepesh as he simultaneously confronts his mortality and desperately tries to escape it.

At least as telling as the exchanges between Kepesh and Consuela are the conversations between Kepesh and his best male friend, a Pulitzer-winning poet played by Dennis Hopper. The role is one of the meatiest to have come Hopper’s way in years and calls for a level of restraint and subtlety that hasn’t often been demanded of him. He does remarkable work as he counsels Kepesh to cut ties with his lover to guard against intimacy that the poet believes will only devastate his friend emotionally. Dump her before she dumps you, he advises.

But he is a poet, after all, and very wise in his perception of how men respond to beautiful women. “Beautiful women are invisible,” he observes. “No one can see the actual person. We’re so dazzled by the outside, we never make it to the inside.”

These men are like peas in a pod, mutually aware of the adolescent nature of their sexual natures. Despite their professional achievements, they remain horny boys who have never really grown up emotionally. They’re unable to change their behavior despite the acuity of their self-awareness.

Their camaraderie, playing out over drinks and in one case in a steam room, is easy, and you fully believe that they’re longtime friends. But there is also unease about it on Kepesh’s part, as he looks at his friend and sees a reflection of himself in his pal’s flawed nature and is not too happy with what he sees.

Rounding out the cast is Kepesh’s longtime lover, played by Patricia Clarkson, and Peter Sarsgaard, playing Kepesh’s desperately unhappy son from the professor’s long-over only marriage. Clarkson’s character is as sexually voracious as Kepesh and is at least as skilled at limiting their intimacy to the physical and keeping love out of the equation. But she, too, is very self-aware and feels that mortal dread as keenly as Kepesh. She comments to him that every day she sees men looking at her differently and sees reflected in their looks their perception that she’s becoming less attractive with age.

The picture does overstay its welcome and ends with a bittersweet twist that isn’t entirely convincing. But the excellence of its performances, the extreme sensuousness of its sex scenes and the insightfulness of its writing and direction combine to “Elegy” a film that explores important adult themes with maturity and taste.

Soren Andersen: 253-597-8660 * * * *

Elegy

Director: Isabel Coixet

Cast: Penélope Cruz, Ben Kingsley, Patricia Clarkson, Peter Sarsgaard, Dennis Hopper

Running Time: 1:46

Rating: R; sexual situations, nudity, language

Where: Grand Cinema, 606 S. Fawcett Ave., Tacoma; showtimes, Pages 28-29