Yet Harper doesn't feel as if she fits in, so when she meets Cornelius "Connie" Fitzpatrick (STEPHEN REA), the middle-aged photographer working at Susan's wedding, she's swept away by his laid back, self-assured ways and the fact that he doesn't treat her like an inferior.

When Harper visits Connie's office/loft apartment to pick up the wedding photos, he immediately sizes her up and sets out to lure her into his life, slowly but surely. With such low self esteem, she obviously falls for him rather quickly, and lying to her mother that she's moving in with her best friend, Patty (CARRIE PRESTON), instead moves in with Connie. With the only condition being that she pursue some creative endeavor in exchange for staying at his place, the two quickly begin a passionate romance, with her also serving as his photography apprentice.

She soon meets Connie's friends who occasionally meet to discuss philosophical matters. Among them is heavy drinker Zack (TRACY LETTS), as well as Billy (GINA GERSHON), an artist who later informs Harper that she -- like Billy before her -- is just one in a long line of young women to fall for Connie, who gives all of his paramours the nickname, "Guinevere."

As their relationship progresses and goes through its share of ups and downs, Harper must decide how to proceed, especially when everyone from Patty to her mother question the huge age difference between the two lovers.

On a superficial level, it seems to be all about older, often handsome, but usually well to do men looking for a remedy to a mid-life crisis that they may be facing. For those younger women, it's about the money and fame the man brings to the deal, along with the need for maturity and experience, often filling the absence of a strong missing father figure from some point in their life.

That is why it's rare to see an older man with anything but a svelte young beauty, or such a woman with an ugly and destitute older man. Yet, what if there was something more, something somehow much deeper to such relationships?

That's part of the point that writer/director Audrey Wells tries to explore in "Guinevere," her directorial debut after penning notable films such as "George of the Jungle" and "The Truth About Cats and Dogs." While Wells might not be completely successful at explaining such relationships and her catalyst of bringing the two characters together might be a bit shaky, her film is an accomplished looking effort that features strong performances from its leads.

Although it's apt to disappear from theaters faster than such men start looking for a replacement once their beauty gets some age on her, the film might fare better once on video where the small scale will better compliment the film's more intimate nature.

Winner of the Waldo Salt Screenwriting Award at his year's Sundance Film Festival (with the picture also earning a nomination for the Grand Jury Prize), the film is also a coming of age story, albeit unusually told from a young woman's point of view. The two story elements work well together as Harper's longings to break free from her callous family obviously propel her right at someone like Connie. In turn, he's a seasoned pro at such things, and like an old wolf, can smell fresh meat, so to speak, upon first setting his sights on her.

What makes the film work so well are the performances from the two leads. While some may question the plot credibility of someone like Harper falling for such an older man, young and upcoming actress Sarah Polley ("Go," "The Sweet Hereafter") makes it near entirely believable. Delivering a knockout performance as a young woman who goes through a wide fluctuation of emotions and growth (from insecure and giggly schoolgirl to a woman having been run through the emotional ringer), Polley makes the character hers. One wouldn't be stretching things too much to say that some possible award nominations might in her future for her performance here.

The more difficult character to play, however, falls into the hands of the capable Stephen Rea ("In Dreams," "The Crying Game"), who inhabits an equally and perhaps even more complex character. Playing what many would consider to be old "lech" who preys on vulnerable young women, Rea runs the fine line of alienating many viewers who might see him as only that.

Yet there's so much more to his character -- as written with depth and insight by Wells -- that you're never sure exactly what motivates him. Is it purely sex or a morale booster disguised as mentoring, or does the character truly care about nurturing these young ladies as if it's something he must instinctively do? Wells never really answers that question, but the character is so gray and Rea delivers such a good performance that the viewer is constantly kept off balance regarding his motivations, which is always a good tactic to employ in any film.

Overall, this is really just a two-person show and as such, supporting performances are mostly minimal, but do vary from character to character. Thus, some might wish they could see more of Gina Gershon ("Bound," "Face/Off") in her role as one of Connie's "graduates" as it nearly seems as if some of her footage was edited out. Yet, then there's Jean Smart ("The Odd Couple 2," TV's "Designing Women") who delivers a truly bitchy performance as Harper's mother, with the highlight of the film being her subdued, but venomous encounter with her daughter and Connie as she delivers her thoughts about why he doesn't date women his own age.

Although the film may not answer everyone's questions about the May/December liaison to a satisfying degree, it creates two complex characters who are more than compelling enough to give viewers some additional insight into what motivates both parties in such a relationship.

With Wells delivering a seasoned looking picture and both Sarah Polley and Stephen Rea giving great performances, the film remains interesting throughout. While not for everyone's tastes and occasionally a bit slow and perhaps straining credibility for others (especially as the plot begins to get a bit unwieldy toward the end), "Guinevere" is a decent, but certainly not always pleasant, romantic drama for the more mature audience. We give the film a 6.5 out of 10.