Harper Sloane (Sarah Polley, Go, The Sweet Hereafter) wants to be unknown. She one of those people who wouldn't mind disappearing off the face of the Earth. At her sister's wedding, the wedding photographer Connie Fitzpatrick (Stephen Rea, In Dreams, The Butcher Boy) notices her. He follows her request and leaves her out of the wedding photos, but does take one picture of her, which Harper finds "shocking." "Guinevere" he calls her, and compliments her on her ability for discerning art. No one had ever noticed her before. She a second child in a family where everyone graduated from Harvard Law, where she is headed in the fall.

Harper is intrigued with Connie, and moves in with him, telling her parents that she is moving in with a friend. Harper demands that she do something to earn her keep, not chores, but art. She studies photography, but doesn't have the guts to actually take a picture. Harper learns that she isn't the first "Guinevere," and that other women have 'trained' under Connie. At this point, it is unclear as to whether Connie truly feels that Harper has potential, or if he is just using her for sex and money. Harper is drawn to Connie because he is completely different from anything she has known. Her parents are out of touch with her and favor her older sister over her, leaving her ignored. Connie devotes his complete attention on her, praising her artistic ability and spurring her to create. He tells her that she should stay with him until she is ready to go out into the world with her art, and that when the time came, both of them would know.

This is the first directing effort from Audrey Wells (who also wrote the script), the writer of The Truth About Cats and Dogs and the rumored uncredited rewriter of Runaway Bride. The romance in Guinevere is a not as conventional as Wells' other movies. The January-December romance story is not taken lightly by Wells. The romance between the two is both unique and complex. Connie is both a lover and a teacher to Harper. He does his best to teach her about the arts, something that is completely new to her. However, sometimes Connie is the one who acts like a child, and Harper seems to be the mature adult. Harper is very devoted to Connie, although the reciprocation of her love is sometimes suspect. But Harper stays with Connie, because she enjoys what she is learning and he does make her happy.

Polley gives a commanding performance as Harper. Harper is initially extremely unsure of herself, and constantly depressed, but as the movie progresses, she is happier. Polley has an ackward beauty that she uses perfectly to personify Harper. Her acting is very natural, and sometimes you're not sure if she's even acting. Subtle actions like a quick glance down and away or a wry smile express more than many actors are capable of. Polley has big things ahead of her, and this movie should put her well on her way. Rea plays a man similar to many of his other roles, but this time with an extra dose of slime. Gina Gershon, Jean Smart (Harper's mom Deborah), Jasmine Guy, Sandra Oh and Carrie Preston also are very good, even though they are not in the film for a significant amount of time.