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“Head Up Their Asses” might be an more appropriate title for John Duigan’s overwrought and self indulgent mess of a movie. “Head in the Clouds” deals with beautiful people concerned with, well, their beauty until fascism strikes Europe in the 1930’s. We first meet Gilda (Charlize Theron) in Paris in 1924 where she goes to a palm reader only to discover she’ll die by the time she’s 34. We jump forward nearly ten years where Gilda meets Guy (Stuart Townsend) sneaking into his room trying to escape the night porter at an English college. After a third jump in time, Guy meets Gilda again this time in Paris as Europe watches the rise of the Nazi party. Needless to say, seduction soon follows leading to Guy and Gilda’s love affair and rooming with a third woman Mia (Penelope Cruz) with whom Gilda is also having a love affair. A model Mia first meets Guy and Gilda at an art opening where she’s part of a living “sculpture”. Obviously Gilda’s a free spirit. After Guy and Mia lead to fight in the Spanish Civil War, Guy returns to occupied Paris where he discovers to his horror that Gilda the free spirit has taken up with a German Officer in German occupied France. Guy is now a British spy living in occupied Paris and he must choose whether he’ll save the woman he once loved from a traitor’s fate. ***

Despite some fine performances from Stuart Townsend (The League of Extraordinary Gentlemen), Theron (Monster) and Cruz (Vanilla Sky), this period film is all about looks and little substance. The soap opera storyline overwhelms the larger issues that the film attempts to address in the form of entertainment. The visuals are, indeed, luminous and beautiful to look at but, sadly, looks aren’t everything. ---

Not much in the way of extras provided here. We get previews of a number of promising Columbia releases. The “Making –of” featurette is pretty standard stuff with the writer/director discussing the purpose in making his movie and what broader themes he wanted to examine. In many respects, despite the differences, this makes an interesting companion piece to The Dreamers. We hear a monologue from the production designer about how he designed the overall look with three separate looks portraying each part of the story’s emotional and thematic feeling.