What a drag it is getting old.

Theres a mini Dangerous Liaisons class reunion going on in Stephen Frears Cheri, reuniting the filmmaker with acid-tongued scribe Christopher Hampton, here adapting another period French bedroom saga for star Michelle Pfeiffer.

But oh, how the past 21 years (has it really been that long?) have taken their toll, as Pfeiffers no longer playing the wilting, delicate flower Tourvelor, the Reese Witherspoon part, for you Cruel Intentions fans. Pfeiffers now that sassy, sexy woman of a certain age, and the sad sigh you might have overheard in the screening room was probably this writer realizing his boyhood crush has at long last graduated to the Glenn Close role.

Culled from two novels by Colette, Hamptons surprisingly slender script begins with Pfeiffers aging courtesan Lea basically agreeing to babysit slatternly Kathy Bates wayward, dissolute son, Cheri (played by Rupert Friend with an absence of charm we can only presume was intentional). If theres anything ickier than the idea of a slatternly Kathy Bates, its the frission of incest that kicks in once twentysomething Cheri starts putting the moves on Pfeiffers Lea.

Weirdly enough, she kind of digs the little twerp.

Its obvious that these two are crazy for each other, but societal mores and the dictates of the time just wont allow it, and one hastily arranged marriage later were watching Michelle Pfeiffer elegantly suffer her way through a belle poque riff on Hes Just Not That Into You. Or maybe he is?

Theres not much to Cheri (subplots, anyone?) but Frears is savvy enough to toy with his front-loaded iconography, utilizing cinematographer Darius Khondjis harsh natural lighting to turn this entire twisted farce into a meditation on Hollywoods horrific treatment of aging actresses. Hes even got onetime Rolling Stones groupie goddess Anita Pallenberg lording over an opium den and looking like Keith Richards evil twin.

Most of us never imagined wed see a day when Michelle Pfeiffer stared at herself in a mirror on the edge of tears, lamenting the ravages of timea scene that all her obvious Botoxing and weird plastic surgery almost undercuts.

Still, anyone who still owns a worn-out VHS tape of The Fabulous Baker Boys cant help but get a bit swept up in the gutsy subtext thats going on here. Cheris a fleet, short movie with a mean punch line that lingers, despite the obvious flaws. Time is an awful bitch. C+

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