SOMETIMES LUSH is a bit mush. "Dark Eyes," Nikita Mikhalkov's Chekhovian-derived film about a lost love, is eloquently photographed. His sense of visual exposition is at times masterful, as rich as the work of Luchino Visconti and Bernardo Bertolucci.

But what's in front of the camera here falls prey to excess. Marcello Mastroianni is often stirring as Romano, a misty-eyed old man full of memories (he won the 1987 actor's prize at Cannes for this performance), but Mikhalkov doesn't rein him in. And Mikhalkov's background characters are broad: They slap buttocks, cover their mouths when they're giddy, strum guitars and laugh loudly. The Special Moments sentimentality isn't leavened by Francis Lai's Life's-a-Chekhov-Party score, either.

But deep in this poignance glut -- and across the unwanted distance of bad dubbing -- is an involving story, much of it carried by Elena Sofonova as Anna, the dark-eyed beauty Romano falls in love with. Romano, dissatisfied as the poor husband of rich wife Elisa (Silvana Mangano), meets Anna at a spa. After an initial tryst, however, she leaves for her hometown (and husband) in Russia.

Romano pursues, posing before her husband as a prospective factory builder. They renew their secret vows, but when Romano returns to his wife to tell her about Anna, he thinks better of it and returns to the family bosom.

The film opens with Romano -- years later -- meeting an old friend on an ocean liner and telling this story. And the extended-flashback tale leads to a special ending as predictable as it is beautifully realized by cinematographer Franco Di Giacomo, who also shot the Taviani Brothers' "Night of the Shooting Stars."

DARK EYES (Unrated) -- At the Outer Circle.