In the end this movie proves to be more about class differences than age differences. Yet, it approaches both subjects in a surprisingly tentative manner.

Movies like "White Palace" don't want to be realistic. Rather, Max and Nora float along in some kind of parallel universe where things happen without rhyme or reason and if you don't ask too many questions you may even get the requisite, if ridiculous happy ending.

Not much of "White Palace" works. But when things do work it's largely because of the stars.

Sarandon, doing a crass, pained variation on her "Bull Durham" character, is endearing and down-to-earth, though the script tends to merely toy with the possibilities. Even when she finally confronts Max's friends, it's a letdown. But Sarandon herself comes through unscathed, offering a memorable characterization that outshines the movie itself.

Spader doesn't fare as well, his bland good looks being played up more than his emotional troubles. He's a good actor who knows how to work internally, but the script offers no depth whatsoever.

That script, by the way, is from Ted Tally, a playwright who has also adapted the upcoming "Silence of the Lambs" to film, and veteran Alvin Sargent, a two-time Oscar-winner ("Julia," "Ordinary People"). The director is Luis Mandoki, who fared much better with "Gaby — A True Story."

"White Palace" is rated R for sex and nudity, in particular that first, graphic seduction scene, along with some profanity and vulgarity.