LADIES IN LAVENDER — ** 1/2 — Judi Dench, Maggie Smith, Daniel Bruhl; rated PG-13 (profanity).

All "Ladies in Lavender" really has to do to succeed is give Judi Dench and Maggie Smith screen time together. They are two of English cinema's grand dames, and two of the most watchable actresses out there.

That fact couldn't be more obvious, and yet actor-turned-filmmaker Charles Dance nearly ruins a sure-fire thing by making the two actresses spend half their scenes apart. Worse, two other characters eventually take the film over from them, and, frankly, neither is really worth watching.

Dench and Smith star as sisters living on the coast of England just prior to World War II. Janet (Smith) is a war widow, while Ursula (Dench) is a spinster who's been reflecting on the family she never had. That's probably why her motherly instincts are brought out by Andrea (Daniel Bruhl), a young man who washes up on the shore. He is taken in and nursed back to health by the sisters, while he recuperates from some injuries.

Eventually, they find out more about their new charge, including his nationality and his musical talent (he's a violinist). They also become emotionally attached to him, which creates some jealousies when another local woman, Olga (Natascha McElhone), also takes in an interest in him.

Screenwriter/director Dance has padded out William J. Locke's short story by introducing various characters and situations that don't belong — such as a subplot about the sisters' housekeeper (Miriam Margolyes), who has her own set of unassociated misadventures.

Still, the film does have Dench and Smith, which counts for a lot. And watching the two of them is at least moderately entertaining. Bruhl does his best not to get blown off the screen by the two stars, but he turns out to be a pretty negligible presence, as does David Warner, wasted in a go-nowhere role as a doctor who is obsessed with Olga. And McElhone's obnoxious phony Russian accent is actually the least irritating thing about her performance.

"Ladies in Lavender" is rated PG-13 for scattered use of profanity (including one usage of the so-called R-rated curse word). Running time: 104 minutes.

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E-mail: jeff@desnews.com