You've got to know that tragic mishappenings are ahead when the Gypsy fortuneteller, Madame Whosit, with the sad dark eyes, shows up in the very first scene. Fortunetellers are cinematic shorthand for "Lookie here! We're foreshadowing big drama." True to fortuneteller form, in "Head in the Clouds," the older woman with the world-weary air takes a peek into an open palm -- and shakes her head, insisting that she sees nothing. Nothing. When she clearly sees something. Something. And right on cue, the fortunetellee begs, tell me what you see.

In this case, the soothsayer sees the character's 34th year, and well, it's pretty obvious that whatever happens after 33, it ain't good. Which is to say, this is a movie where you're expected to haul out the Kleenex. Watch it and weep, but better yet, watch it and gape. There's plenty of eye candy -- gorgeous scenery, gorgeous costumes, gorgeous people -- to keep the viewer from minding (too much) the Olympic leaps of faith required to invest in the film's plot.

The casting is designed to titillate: Three beauties -- Charlize Theron, Penelope Cruz, Stuart Townsend -- live together in bohemian decadence in a fabulous flat in wonderfully decadent 1930s Paris. It's a living arrangement rife with menage a trois significance, but the threesome never ventures beyond coy teasing (and a few fervid kisses between Theron and Cruz). Theron is Gilda, a half-French, half-American dilettante whose capriciousness -- and hairdo -- evokes more than a passing reference to Gatsby's Daisy. Gone are the excess pounds and false teeth that marked Theron's disappearance into the character of Aileen Wuornos in her Oscar-winning turn in "Monster." Here, she's back to being the glamour girl, all long limbs and slinky curves. All eyes are on Gilda, and she knows it.

It's 1933, and she's tiptoeing around the men's dormitories at Cambridge University (we never figure out what she's doing on campus) and ends up hiding out in the room of Guy (Townsend), an Irish scholarship student who's instantly, painfully smitten with her. She's rich; he's not. But what they've got is a percolating chemistry that endures for the better part of a decade, notwithstanding her habit of taking on lovers of convenience, like the pompous sod who gets her photography exhibited in Paris's hottest salon.

Gilda and Guy meet and part, and meet and part again, and that is the essence of their connection: Something always stands in their way. Eventually they end up in the aforementioned fabulous flat, where they take long baths together, drink buckets of martinis and listen to news reports on the radio, where some guy named Hitler makes a lot of threatening noises.

But Guy's a young man with a conscience, and soon the endless rounds of parties can't contain his restlessness. With a wrinkled brow, he's off to fight the fascists in Spain, where a civil war is brewing. Mia (Cruz) follows suit -- in between all those bohemian parties she's been training as a nurse -- and the apolitical and seemingly amoral Gilda is left behind to sulk. Until World War II breaks out, that is, and everything changes everyone.

Theron acquits herself well, infusing Gilda with a maddening elusiveness and charm, as does Townsend, her real-life love, playing the resolutely idealistic Guy. (Cruz's character isn't left with much to do except to play pouty and vulnerable.) But the script, written and directed by John Duigan ("Flirting," "Sirens"), doesn't match the cast's capabilities; its epic reach frequently overstretches.

"Head in the Clouds" aspires to be "Casablanca" -- what epic war movie doesn't? -- and of course it isn't. Just like going to a fortuneteller, you know you're being had. The plot contrivances are telegraphed too loudly; the emotional manipulation too obvious -- how many times can we watch Townsend and Theron or Theron and Cruz or Cruz and Townsend gaze soulfully at each other from across a crowded room? Still, there are worse ways to while away a couple of hours.

Head in the Clouds (121 minutes at Landmark's E Street Cinema and Cinema Arts Theatre) is rated R for sexual themes, nudity and some violence.

In "Head in the Clouds," Stuart Townsend and Charlize Theron play lovers in prewar Paris whose idealism and hedonism are at odds.Penelope Cruz, left, Charlize Theron and Stuart Townsend are three friends whose bohemian lives are thrown into turmoil during World War II.