The film also boasts some very nice cinematography by Conrad Hall and a lush score by Ennio Morricone.

In addition to starring, Beatty also co-wrote and produced this updated "Love Affair," and he may have intended the film as a valentine to his wife. And while Bening is excellent, projecting the perfect amount of strength and independence, mixed with a sassy sexuality, her dialogue doesn't come close to the wit and sophistication of that spoken by Deborah Kerr in "An Affair to Remember." (When Cary Grant says to Kerr, "Oh, I've got to watch out for you," you get the feeling the actor was referring to her upstaging him with witty barbs.)

One could suppose that Beatty and co-screenwriter Robert Towne didn't want to copy the old film too closely — but if that's the case, why is the final scene almost word-for-word the same?

Still, this new film does touch the heart and provide some amusing moments. And it's simply fabulous seeing Hepburn on the big screen again.

"Love Affair" is rated PG-13 for profanity and a few vulgar gags.