May-September romance, this time with the woman in her autumnal years. "Prim and proper" housewife Jean Simmons, apparently stuck in a stale marriage to a stocks analyst near London, is chased madly all over town by gregarious younger man Leonard Whiting, who fancies her. Once she relents and they get to the bedroom, Whiting tells her, "You're Mata Hari, Candy, and Barbarella all rolled into one", and yet we never sense that. Director Alvin Rakoff, who also co-authored the script with Peter King, hands us characters on a meet-cute platter with hardly any exposition. Usually that's fine with me--the less talky introductory material, the better--however, in this case it backfires. We don't see the attraction between these two people, and when Simmons suddenly starts defending her husband and his prowess in bed, it feels like a cheat. Whiting, then a hot commodity following Zeffirelli's "Romeo and Juliet", is convincing as a carefree youth longing for non-conformist kicks, but when the scenario grows solemn--as with a confusingly presented trip to the hospital--Whiting laughably stiffens, becoming melodramatically misty. Rakoff also does the handsome Whiting a disservice in the final act, staging a serious discussion between the lovers while keeping Whiting ridiculously wrapped in a tangerine-colored bed sheet! Simmons does what she can with a sketchy character, but there are few surprises from the actress (who had played this type of role too often before). The age difference is brought up but not examined; Rakoff seems more intrigued by Simmons' distaste in the young man's unemployment status--definitely not a reaction the audience can warm up to. Riz Ortolani's pretty music and Geoffrey Unsworth's cinematography help keep the film interesting and tolerable, but by the end it has become laborious. ** from ****