Why anyone thought this title suitable for a complex romantic thriller I can only guess: the central character, the flighty, ravishing Gilda Besse' (Charlize Theron), has no concern for anything that limits her pleasures and, while her closest friends (and lovers) are making serious commitments in response to the threat of fascism, she maintains her socialite amusements and keeps her "Head in the Clouds." Which seems a title borrowed from some Disney fantasy rather than applying to the wartime tragedy that is attempted here.

The daughter of a French aristocrat raised by an American mother, Cambridge University student Gilda, has garnered a reputation for campus scandal. Irish born Guy (Stuart Townsend - Theron's real life squeeze), on the other hand, is a struggling student on scholarship and is of a more serious nature. So, when his Cambridge dorm door flies open one rainy night in 1933, and the notorious Gilda herself asks for shelter, his world is rocked. He sensibly makes no moves on her when she stays the night, giving her attraction to him a basis of credibility when the sex sparks fly later.

But she's a wanderlust kind of gal and this coupling, good as it is, doesn't keep her restrained. She leaves town and he doesn't hear from her until three years later when she invites him to Paris. By this time she has attained enough interest in her photography to have a gallery show of her work. Of course, some of the credit for this recognition is marred by the fact that she's living with the gallery owner. She's also living with Mia (Penelope Cruz) and, apparently, sharing her bed with her, as well. Guy takes his place in the m‚nage and within the energy aura that is Gilda.

Before this becomes a chapter in a Harlequin novel, geo-political events begin to affect the happy arrangement. Gilda dumps the gallery owner but now, in 1936, Spain becomes embroiled in Civil War, with Franco's fascists making gains and driving the story into the Serious and the Momentous. Spanish Mia and American Guy leave Gilda to her own devices as they insert themselves into the conflict, he as a Republican volunteer, she as a nurse. Gilda is left to struggle with the pain of her pals leaving her so alone.

After the Nazis occupy France, Guy returns, working as a key agent in British intelligence but still very much carrying the torch for his old flame. But Gilda has taken a new lover, Major Thomas Bietrich, a Nazi officer (Thomas Kretschmann) who is a mighty dangerous competitor for Gilda's attentions, if not affections.

Obviously, this scenario has its head in something more substantial than puffy floating things in the sky, but it unfortunately loses itself in heavy fog. It's constructed to draw us in with engaging, decadent characters who might have been extras in Cabaret, and then drags us before the hammer blow of The Meaningful.

Theron's glamorous siren with a vivacious magnetism, stylish misbehavior and unshakeable loyalty, shows that she's more than a Dietrich or Davis wannabe. Cruz adds an exotic energy to her role as lesbian lover. Townsend as the man in the middle is handsome, appealing, and a bit too pensive, or relaxed, to bring the sexual tension to much of a boil. Kretschmann seems to be repeating his sympathetic Nazi officer from "The Pianist" (Captain Wilm Hosenfeld).

Writer-director John Duigan ("Paranoid," "The Journey of August King") takes us on unexpected paths but what might have been a colorful journey ends up underwhelmingly episodic and contrived. His tendency toward stories dense with detail and surprising turns of event and character development demonstrates an interesting dramatic intent but this trail of laughter and tears doesn't manage to nail it. Cinematographer Paul Sarrosy captures the glamour and militarism of the 40's with a master's palette and a fine range of style.

                                      ~~  Jules Brenner