There are two big signs that Head in the Clouds is going to be a stinker.  The first, is that real-life couple Chalize Theron and Stuart Townsend are starring in the film together.  The last time this happened was Gigli, and the last time Theron (Monster, The Italian Job) and Townsend (The League of Extraordinary Gentleman, Trapped) made a film together (Trapped), it disappeared quietly.  Second is that Penelope Cruz is in the film, and it is in English.  Cruz (Gothika, Masked and Anonymous) just cannot seem to pick a decent film.  And too bad for Townsend.  He has, by far the most screen time in Head in the Clouds, but because Theron and Cruz are bigger names, they get top billing.  If anything, there is plenty of eye candy for men and women over the course of two very dull hours.

In 1930s Cambridge, Gilda Besse (Theron) literally jumps into the room of Guy Maylon (Townsend), who instantly falls in love with her.  Maylon is smart and ardent about his beliefs, especially about the dangerous rise of fascism in Spain.  Besse is one of the idle rich, who collects lovers like toys and quickly discards them.  She has not a care in the world except for herself.  Yet, she finds something in Maylon, and the two find a deeper connection, one that is broken when Besse leaves England.  They reconnect years later in Paris.  Maylon is now a teacher, and Besse a photographer.  The two reconnect in a big way, severing their current relationships in the process.  Also along for the ride is Mia (Cruz), who is, no joke, Besse's lover and model, who is also an ex-stripper with a limp and studying to be a nurse.  The three spend their days happily, but World War II looms around the corner.

Besse still has relationship issues, so up to this point, writer/director John Duigan's (The Parole Officer, Paranoid) story is about a man pursuing a fantasy.  Maylon wants to settle down, raise a family, and become respectable, but Besse just cares for the moment.  She lives a very hedonistic lifestyle, and still only thinks about herself.  After a little of this, Duigan take the story for a melodramatic turn, and the quality veers south, and only goes further as Head in the Clouds progresses.  Mia is a Spanish refugee, horrified at the rise of fascism in Spain.  She volunteers to help soldiers there, while Maylon enlists to fight in the French army.  Besse views this as a betrayal, and is left to stew in her very large Paris apartment.  The film then shifts to some random war scenes, done primarily to show the passage of time within the film and to show how these experiences are changing Maylon. 

And Head in the Clouds keeps going.  Maylon eventually returns to France, again to pursue his dream of Besse.  Things are very different now.  Paris is full of Germans and on the verge of exploding.  Maylon works in intelligence for the French, while Besse is sleeping around with Major Beitrich (Thomas Kretschmann, Resident Evil:  Apocalypse, Superbabies:  Baby Geniuses 2).  It looks like she is doing this to maintain her standard of living, but once she sees Maylon, it's clear she still loves him.  This is where Head in the Clouds is at its worst.  The story descends into melodrama as the plot plays out to the end, and it becomes unbearably contrived.  It's particularly sad watching Theron, who gave such a powerful performance in Monster stoop so low.  This feels like a movie that is trying to pander for awards, yet just doesn't work.  Duigan wants to portray the passion between Maylon and Besse as a force of nature, but Besse comes off like a spoiled child.  Strangely, the most sympathetic character is Beitrich, who is at the mercy of Besse in more ways than one.  Kretschmann is shaping up to be an interesting actor.  He's at a point in his career where he's usually playing a bad guy (typically a bad German guy) but that should start changing.  Otherwise, this film is far too long (it would work better at ninety minutes) and people lose interest much too close to the beginning for it to make any difference what happens.