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"Head in the Clouds" uses World War II as the backdrop for a romantic triangle. Well, so did "Pearl Harbor," but I liked this one more, perhaps because it isn't so serious about itself. Oh, it keeps a straight face, but the plot has been rigged so the heroine can be seen in every possible light from the noble to the sinister, occasionally at the same time. She's Gilda Besse (Charlize Theron), one of those women who is so rebellious, daring, sexy, scandalous, shocking and brave that it's a good thing the war came around to give her a context. A woman like this in peacetime would have a terrifying volume of unreleased energy and would be driven to find a channel to vent it. Maybe that explains Martha Stewart.

The movie begins with a fortune teller who predicts amazing things in Gilda's 34th year. This is a device to tip off the audience that it's not going to be entirely about the school days of a young woman who pops up in the rooms of an Oxford undergraduate one night. He is Guy (Stuart Townsend), and he offers Gilda refuge from the campus scouts; he knows she's having an affair with one of the dons (who at Oxford are professors, not gangsters, with occasional exceptions, especially in earlier centuries).

Gilda is already a legend. Her father, played by the alarming British actor Steven Berkhoff, is a French millionaire. Her mother is an American. Her affairs are legion, her behavior notorious. Although Guy should be beneath her radar, she kind of likes him, and he of course is smitten. One thing leads to another, and a few years later he's invited to join her in Paris, where she is now a famous photographer and lives with her model Mia (Penelope Cruz). Mia is quite a character herself: former apache dancer and stripper, probably once a hooker, also a committed political idealist who is taking nursing classes in order to volunteer against the fascists in her native Spain.

Of course Mia and Gilda are lovers, sort of; they're the kind of movie lesbians whose relationships exist primarily to accommodate the men in their lives and excite the men in their audience. Mia's reaction to Gilda's uncertain but real affection for Guy is to look pensive in quiet little shots, as if she is thinking "I wish that was me."

Eventually Guy gets to look pensive, too, after the war breaks out and he returns to Paris as a British spy, only to find that Gilda is now the mistress of a powerful Nazi officer. The Nazis had excellent taste in mistresses, if we can judge by the two best recent movies on the theme, "Bon Voyage" and "Gloomy Sunday." Their mistresses of course had lousy taste in men, which is why Guy can't understand what Gilda has done. Surely this great free spirit is not sleeping with a man just to get nylons, cigarettes and champagne?