Anthony Hopkins just gets better and better as a film actor. Here he is with his second portrait of a repressed British gentleman in just a few months, and yet he manages to make the character in "Shadowlands" as different as he can be from the butler in "The Remains of the Day."

In this case, Hopkins plays real-life author C.S. Lewis during the 1950s, when the confirmed bachelor, who lives and teaches with his brother at stuffy Oxford University, meets a sassy American woman named Joy (Debra Winger) and unexpectedly falls in love.

Quietly directed by Richard Attenborough, "Shadowlands" resembles a Merchant-Ivory production more than "Gandhi" or "Chaplin." The romance between these two very different people is a gradual thing that takes its time in building and becomes a very satisfying exploration of each character — but especially that of Lewis.

Joy writes to "Jack," as Lewis' friends call him, and asks to meet him, expressing herself as a fan of his children's books ("The Lion, the Witch and the Wardrobe," etc.). Their first meeting is rather awkward, but Jack is obviously taken with her, and it isn't long before it starts to disrupt his cloistered lifestyle and day-to-day routine.

There is a lot of light comedy in the first half of the film, as Jack and Joy seem at odds with each other, Joy refusing to bow to sexist conventions and Jack unable to express his true feelings.

But where the butler in "Remains of the Day" lost his opportunity, Jack ultimately seizes his. Unfortunately, fate steps in to complicate matters.

I won't reveal any more of the plot than that, except to say that you should bring about four boxes of Kleenex.

The performances here are uniformly excellent, led by the towering Hopkins, of course. But Winger is also very good, as are Edward Hardwicke as Jack's brother and young Joseph Mazzello ("Jurassic Park") as Joy's son, along with a host of supporting players.

Ironically, the film shies away from sentimentality in its first half, approaching the story in a muted, matter-of-fact manner that belies its director's usual style. But ultimately, sentimentality does enter in, though it does not make the story any less satisfying.

Along the way there are things being said about the joys of reading books, the importance of personal relationships in our lives and the existence of God. Attenborough deftly handles all the themes here, and this is one of his most satisfying films.

"Shadowlands" is rated PG and deals with some adult themes, but there is nothing offensive.