Maurice (Peter O'Toole) and Ian (Leslie Phillips), veteran actors and lifelong friends, are getting on in years, so Ian is having his grand-niece come to live with him and help take care of him. When the young lady arrives, however, Ian finds himself in a state of shock. Far from the demure young woman of his imagination who would fawn over his every needs, Jessie (newcomer Jodie Whittaker) is a rude, sullen girl who never seems to stop eating junk food, pours milk into his lemon tea, and can't even cook a nice piece of halibut to save her life. Maurice, meanwhile, has just been diagnosed with prostrate cancer -- a fact he conceals from his friends -- and he views Jessie in an entirely different light. Maurice likes Jessie in spite of -- perhaps, one suspects, because of -- her rough edges, and takes her under his wing, escorting her to the theater and the museum and encouraging her to read classic literature.

When Jessie expresses an interest in modeling, Maurice finds her a job -- as a nude model for art classes. At first she balks, but then Maurice takes her to see the painting "Venus at Her Mirror" by Diego Velazquez, and shows her the beauty of art and the female body. A woman's nude body, he tells her, is the most beautiful thing a man will ever see. Jessie agrees to the modeling gig, but when Maurice tries to sit in on the class, she and the instructor order him out. He tries to peer at Jessie through the window at the top of the door, causing a spectacular disaster. In spite of their occasional disagreements, Maurice and Jessie develop a friendship and fondness for each other. To be sure, Maurice's interest in Jessie is more than just friendship, and Jessie is not about playing on the power of his attraction to her to get things from him that she wants. She likes Maurice, but she uses him. Though, when an accident that is partly Jessie's fault befalls Maurice, she suddenly realizes just how much he has come to mean to her.

Venus is a sublimely directed and acted film, handling what could be seen as a rather controversial storyline -- an octogenarian man hitting on a twenty-something girl -- with ease and finesse. O'Toole still has that devilishly handsome charm he's always had, and it's not a stretch at all to imagine that he might be attracted to a younger woman. But Maurice's feelings for Jessie, who he nicknames Venus, after the painting, are not just sexual. Maurice is a man who has lived his life robustly and to the fullest, but now that he is dying, he realizes how much he doesn't know, and he wants to recapture the invigorated feeling of his youth. Jessie brings that out in him; when he is with her, he feels alive and whole again. When she uses and betrays him, or fails to show up when she's said she would, he falls into deepest despair. In the end, though, both Jessie and Maurice learn from and give to each other.

O'Toole and Phillips, in their scenes together, play off each other so perfectly and naturally that you feel as if you're sitting next to them at their favorite cafe, listening to their ceaseless old-man banter. O'Toole, one of the greatest actors of our time, takes on his first lead role in over 20 years here, and seeing him in this film, one can't help but wonder why it's been so long since he carried a film. His performance is flawless; O'Toole can convey more feeling with a single glance at the camera than most actors can with endless emoting. Redgrave, as Maurice's long-estranged wife and best friend, is in top form as well. The scenes between Maurice and his wife never ring a false note; they are tender and touching without needing to resort to emotional manipulation. Newcomer Whittaker is the real surprise of the film, though. She more than holds her own against O'Toole, and that's saying a lot for an actress in her first major role.

The chemistry between O'Toole and Whittaker drives the film; if we didn't believe they have feelings for one another and are drawn to each other, nothing about the film would work. But it does work, and because it does, the end result is a charming film. Helmer Roger Michell, working here with frequent collaborator Hanef Kureishi, knows when to go for the laughs, and when to bring it down with the touching moments. He paces the film well, reeling the audience in carefully with the light-hearted humor, all the better to wallop them with the emotion of the latter third of the film, as Maurice starts to fade. Venus is an funny and touching film. Thanks to O'Toole's standout performance, you can't help but adore Maurice, which makes his inevitable demise that much harder to take.