Through most of this movie, I was bored to death. It tells the story of a middle-aged man who won't grow up and has some affairs with his students and then he falls in love. And that is basically it. Told for unbearable 2 hours or so. I must add that I love Ben Kingsley as an actor, but tend to not find Penelope Cruz especially interesting in her performances. Her character in this movie is pretty dull (no surprise there then), she is being portrayed as the beauty who is also profound (well, that's maybe a matter of taste, but I really don't find her that beautiful, and certainly the character was said to be profound, but it was not shown). Please. Give me a break. Just when I was about to almost leave the theatre, the movie gets a dramatic turn by Cruz' character having cancer. I am actually angry because of this movie. I do have a case of cancer in my family, so I am familiar with the subject, thanks very much. But a movie that has basically no substance at all (and just claims to be sophisticated, using all sorts of clichés etc) and then throws in the dramatic element of a terminal illness to make it a good movie? I find this manipulative and sorry, her character does not become interesting by having cancer. There is little character development (maybe mostly for Ben Kingsley's role), but the subject of people reaching middle age and not wanting to grow up is just dead boring to me. He won't commit, yet he is in love with her and never forgets her, whilst she loves him too, but leaves him due to lack of commitment, and then she reappears, telling him she has cancer. And he bursts into tears (actually the best moment, Kingsley is very credible here), and is at her side to support her. Add to all of this an even more dull son who appears somewhere in the middle of this painfully bad plot, wanting to talk to his father (and we are already informed that they don't have the best relationship with each other). He has an affair! As a married man! Oh My God! And it is so very bad acted, that I actually felt in every second of that scene "he is acting! he is acting! this is a movie! this is so not credible". I am sure this was not the intended reaction for the audience. So, all in all, let me summarize that I still feel this is a mainly uninteresting, dull, boring movie that has nothing new or really profound to tell, and that misuses the element of cancer (or any serious illness, for that matter) for its dramatic effect on the audience. I felt betrayed by this sort of emotional manipulation. I give 3 points because Kingsley's performance was - as usual - excellent. A bad movie remains a bad movie though, even if you add cancer to it. An uninteresting, not deeply explored character that is the so-called sophisticated lady (wishful thinking here!)does not become incredibly interesting just because she is going to die soon. Give me a break!