Veteran British actor Maurice (O'Toole) knows that his final curtain call is coming soon. Though he still earns booze and cigarette money playing small parts in TV movies his heyday is far behind him and his chief delight is gossiping and reminiscing about the old days with acting crony Ian (Leslie Phillips). But beneath Maurice's craggy creaky exterior the heart of a young rake still beats. That heart gets plenty of exercise when Ian's grandniece Jessie (Jodie Whittaker) appears on the scene. Fascinated by her youth and rawness Maurice takes the girl under his wing--and it's clear even before he dubs her his Venus that his motives aren't exactly grandfatherly. No innocent herself she responds by using her sexuality to manipulate him. As each learns more about the other their complicated relationship twists and turns in ways both predictable and unexpected. Whatever else can be said about Venus it's undeniably an actors' movie--particularly one actor. O'Toole gives one of the best performances of his career in a part that seems tailor-made for the acting legend. Whether he's staring at Jessie with a combination of sympathy and lust abruptly dissolving into tears of regret during a meal with ex-wife Valerie (Vanessa Redgrave) or sitting on his bed quietly and sadly alone O'Toole's Maurice is a fully fleshed-out thoroughly lived-in character. The spark he feels when he meets Jessie is clearly the most exciting thing that's happened to him in a long time and it's impossible not to sympathize with his newfound zest--even while raising an eyebrow at his pursuit. Newcomer Whittaker is also excellent adeptly shifting between Jessie's moments of brazen womanly confidence and naïve little-girl hurt and eagerness. Like its main character Venus isn't an easy movie to categorize. Just when it seems like a quiet dignified drama about one man's attempt to make peace with his own mortality the advent of Jessie turns it into one of filmdom's more unlikely May-December romances. And then there are the movie's comic moments (one of the best is when Maurice takes a pratfall while trying to spy on Jessie when she poses nude for an art class). Director Roger Michell (Notting Hill The Mother) takes all of these conflicting elements and weaves them into a compelling challenging whole. It's hard to say whether he would have succeeded without O'Toole--in another actor's hands Maurice could have been just another dirty old man and some scenes frankly require all of O'Toole's talent to overcome that obstacle. But with this star and this director Venus is artful.