Up at the Villa is a fairly boring period piece set in 1938 Italy. On the eve of World War II, idle foreigners can still think of ways to distract themselves amidst increasing danger and uncertainty. Think The Talented Mr. Ripley with older and dumber people. Not quite a romance and not quite a drama, Up at the Villa teeters between various genres without maintaining the interest of the audience. Mary Panton (Kristin Scott Thomas, Random Hearts, The Horse Whisperer) is in the middle of all of this.

Panton is recently widowed and on vacation in Florence. Because she is beautiful, Sir Edgar Flint (James Fox, Mickey Blue Eyes, The Golden Bowl), a rich Englishman on his way to becoming the Governor of Bengal, proposes marriage. Panton is reluctant to marry Fox, but most likely will. She has little love for him, but the practicality of the pairing pleases her. Fox leaves for a trip without and answer from Panton, but will receive one when he returns. Then Panton meets Rowley Flint (Sean Penn, The Thin Red Line, Sweet and Lowdown), a dashing young American. Flint has a reputation for womanizing, and sets his sights on Panton.

Panton is essentially a child. She is a member of the idle rich, and has no real idea of how to take care of herself. Thomas again plays the role of the adulterer (in this case, the cheater). She is so nervous around Flint that she ends up sleeping with a local lad (Jeremy Davies, Saving Private Ryan, Ravenous), who becomes smitten with her. She feels it was only a one time thing, but Davies wants more, and ends up killing herself. Panton has no clue what to do, so ends up pleading for help from Flint. The rest of the movie follows their efforts to conceal the suicide and the consequences. Panton is like a child who never grew up. She needs constant assurance and people telling her what do to, instead of thinking out the options and choosing herself. By the time she is finally able to do this, no one is paying attention.

Up at the Villa is an adaptation of the novel by W. Somerset Maugham. Directed by Philip Haas (Angels and Insects, The Blood Oranges) and written by frequent collaborator Belinda Haas (Angels and Insects, The Blood Oranges), the movie looks great, but lacks almost everything else. Panton and Flint are flat characters, and their love for each other is not believable (well, aside from the fact that Panton is stupid). Panton in particular is a boring person, and Thomas' restrained acting does not help. Also, because of Flint's character, Penn merely smirks and tilts his head. The pacing is as idle and slow as the main characters, taking much of the power away from the ending. Turn off the sound and watch Up at the Villa, it is more enjoyable that way.