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Gilda takes off on a transglobal romp that eventually finds her in Paris, where Guy catches up with her and moves in to the flat she shares with her protegé and dubious lover Mia (Penélope Cruz). Mia has left her native Spain after the fascists gave her a permanent limp and dashed her dreams of becoming a dancer when she tried to prevent them from taking her brother away. She now earns a living doing the kind of dancing that doesn't require two good feet, and models for Gilda on the side. (Incidentally, Mia's star turn in Gilda's screamingly avant-garde living sculpture, "The Tyranny of Youth," is one of the most unintentionally hilarious moments in the film.) Socially conscious Guy and likeminded Mia are soon off to fight in the Spanish Civil War, leaving self-absorbed Gilda behind to embody the film's title and carry on as usual.

Gilda eventually takes up with a Nazi officer in occupied France while Guy returns and works for the Resistance. He is a man caught between his high-minded ideals and his undeniably earthy lust, and he willingly overlooks Gilda's narrowmindedness rather than being repulsed by it. When Gilda tells him "you can share my bed as long as you don't bring your news reels or newspapers into it," he replies with "Marry me" rather than the appropriate indignance. But we see that there's more to Gilda than her caustic retorts when she cruelly chides her father for "bequeathing me such superficial genes" then later notes that "something about that house turns me into a monster." It's a rare reflective moment for her character, and the first hint that her impetuosity is so self-consciously unselfconscious as to scream the irony it later reveals.

The audience's emotions are manipulated with voiceover commentary as well as with calculated poignancy. An apartment is ransacked and in the rubble left behind, the camera finds bits of key photographs and personal letters that couldn't be more perfectly and sentimentally arranged had a 12-year-old on yearbook staff been given an entire afternoon to complete the task. More egregious is indicating a character's death with slow-motion replay of an early scene. It's hard not to bristle at such heavy-handedness, particularly when a lighter touch might have revealed a beautiful film.

Though not particularly beautiful, sex permeates Clouds. It's a contrived sexiness, and even less appealing because so much of it is tinged with pseudo-violence. Gilda pretends not to know Guy when he tracks her down on the streets of Paris after returning from Spain, and he breaks into her apartment and proceeds to take her with a fervor that is downright hostile. Another scene has Gilda exacting revenge on the sexual sadist who has hurt Mia, and the muted echo of Theron's most disturbing scene in Monster only makes this scene's downplayed violence harder to endure and the ostensible sexiness harder to see.

The most desperate attempt at sexiness is placing Gilda and Guy in a bathtub with nothing on except hats and neckties. And surely the urgency of their desire in another scene could have been communicated without Guy having to forgo any foreplay and immediately drop to his knees, going for broke with his head up Gilda's skirt. Scenes such as these are meant to seem racy and daring, but instead they merely confuse aggression with passion.

The sexual play between Gilda and Mia, on the other hand, is peaceful to the degree of lacking necessary tension. Guy looks on as the two women share a kiss that seems to unfold expressly for him, and the viewer. When the women take a turn on the dance floor, their self-proclaimingly provocative tango is seen through the men who watch and tell Guy how lucky he is to live with two beautiful women. And when Guy awakes one morning to hear his lovely bedmates whispering and giggling, he can't imagine he wouldn't be the subject of their girlish confidences.

In this case he is, of course, right, and a between-the-sheets ticklefest ensues, practically a commercial for the lighthearted fun of the classic Hollywood threesome. Gilda and Mia are a perpetual party that Guy can't help but crash, and the two women's purported love affair seems to exist only within the male gaze always framing it.

For all the film's faults, if you enjoy looking at Theron you may find her endless parade of back-baring gowns and glamorous hairdos sufficient entertainment. The production design, costumes, makeup, cinematography and sets might likewise be a pleasure to behold.

Whether any of these can compensate for complexity of character communicated as subtly as a wink delivered directly into the camera is debatable, but we can at least find value in the film's overall and timely message, however diminished by the vehicle of its delivery. When Gilda asks Guy why he would want to "go off and get killed in someone else's war," he replies: "It's not someone else's war. It's as much ours as if it were happening right here. We all share the same world."

Get Head in the Clouds on DVD

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