In the opening scenes of Twilight, 21-year-old Reese Witherspoon appears topless. It may seem gratuitous, but I like to think it’s really a subtle way of taunting the 72-year-old Paul Newman, a private investigator who confronts the nude Witherspoon with the aim of whisking her back to her parents. If Witherspoon’s nubile body is a reminder of Newman’s status as a geezer, what follows is an insult to his virility — the girl gets hold of his gun and shoots him in the thigh. And maybe she hits something more important than his thigh. For the rest of the movie, other characters eye him with sympathy. “We heard about what happened in Mexico,” he’s told when he asks why he’s being treated with kid gloves.

“First time I’ve seen Paul Newman’s penis play a supporting role,” my girlfriend whispered. The movie’s tongue-in-cheek fixation on Newman’s organ is witty, given that a major subject of the movie is the still-feisty sexuality of its lead characters. Like Nobody’s Fool, also written and directed by Richard Russo and Robert Benton — and also suffused with Newman’s easygoing charm — Twilight is about growing older more or less gracefully.

The title itself no doubt refers to those final years of a person’s life, and Twilight is more fixated on love and death than any of the countless bullet-ridden yarns that have had the nerve to call themselves noir lately. At one point, Susan Sarandon (as actress Catherine Ames) gazes wistfully at the setting sun and remarks that it seems as though it could hang there above the horizon for the rest of eternity. Of course, she’s aware that it won’t — Catherine has an actor husband, Jack (Gene Hackman), who’s fighting a losing battle with cancer. What’s more, her house is filled with glamour shots recalling her own glorious career as an actress. She may be at a point in life where she begins to feel she has more to look back on than to look forward to. Indeed, her love for her dying husband is the most important thing in her world, and it’s hard to imagine what will become of her after his seemingly imminent death.

Harry Ross (Newman) lives in the same house with Catherine and Jack, but young Mel (Witherspoon) reminds him that he’s not family. Rather, he’s the hired help. But he carries a torch for Catherine, to Jack’s sardonic amusement. Since this is a noir, the sublimated attraction between Harry and Catherine will come to the fore. And also because this is a noir, there are secrets hidden away (well, one big secret) that will try Harry’s morality, his loyalty, and his devotions.

The discovery of that secret is strictly by the numbers (crime drama isn’t Russo’s strong suit as a writer), and with a lesser cast, Twilight might well be wholly unremarkable. (A miscalculation is Newman’s strength in the face of his adversaries, with the unusual ability to get a much younger man in a choking headlock and a blistering quickdraw for a septuagenarian.) But this cast is expert, with each thriving on the presence of the others.

Hackman exudes a sort of embittered sorrow, refusing to take his doctor’s advice on staving off the cancer. If anything, Hackman’s gotten tougher over these years, and his stoniness grows more and more palpable as the layers insulating Jack from his deception get peeled away by Harry’s investigations. Sarandon remains gorgeous in her 50s, and bases her character on a principled inscrutability. In supporting roles, Stockard Channing and James Garner are equally fine. The odd men out, as it were, are Giancarlo Esposito and Margo Martindale, who inhabit thankless character roles with aplomb.

Benton directs it like the old hand that he is, with Elmer Bernstein’s very old-fashioned score seesawing in the background of nearly every scene, and Russo has scripted dialogue of a caliber rarely seen in new Hollywood films. Cinematography is by Piotr Sobocinski, who did some brilliant work with Krzysztof Kieslowski before crossing the Atlantic to shoot Ransom and Marvin’s Room.

Sure, the storyline is a little messy, and sure the plot twists fail to muster the impact of, say, L.A. Confidential. But Twilight isn’t about plotline. It’s about character and relationships, and in that, its focus is tack-sharp. Maybe I’m a pushover, but I found it to be a meditative, unusually rewarding little flick. Audiences who are accustomed to a higher level of “style” and camera trickery in their crime dramas may find all of this unbearably low-key, but it’s a treat for those with the patience, or the longing, for some more old-fashioned movie craft. It may seem depressing to contemplate the twilight of great talent, but Twilight is less eulogy than affirmation.

Directed by Robert Benton
Written by Richard Russo and Benton
Cinematography by Piotr Sobocinski
Music by Elmer Bernstein
Starring Paul Newman, Susan Sarandon, and Gene Hackman
Theatrical Aspect Ratio: 1.85:1
U.S., 1998

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