Two Lovers is a romantic drama for grown ups.

(Just so there's no confusion, this means the movie does not involve cute pets, embarrassing underwear moments, a wedding planner or Matthew McConaughey. Nobody falls down in public, either.)

In this tale of love and yearning, Joaquin Phoenix stars as Leonard Kraditor, a man who has returned to his parents' home in Brooklyn.

It's apparent from the start that Leonard is struggling with emotional and psychiatric issues and his mother (Isabella Rossellini, terrific here) is worried about him; he's recovering from a recent failed relationship and he exhibits a general sense of ennui at the start.

Leonard works for his father's dry-cleaning business.

Then, through his parents, he meets Sandra (Vinessa Shaw). Sandra is very pretty and sensitive. She seems to like Leonard, and her parents and his are business associates.

In a moment fraught with potential humiliation, Leonard sits with Sandra in his childhood bedroom and shows her his photographs; her quiet enthusiasm somehow makes everything okay.

Things are looking up for Leonard.

Then he meets Michelle. Michelle (Gwyneth Paltrow) lives in Leonard's building, and she's blond, gorgeous and vulnerable. She and Leonard become fast friends.

He's madly in love with her, but she regards him as a buddy. Michelle works in Manhattan and only lives in Brighton Beach because that's where her married lover sees fit to get her an apartment.

Michelle takes Leonard along when she goes clubbing with her girlfriends. And she gets him to come along to a dinner date in Manhattan to meet her boyfriend, so Leonard can judge whether the guy is sincere or not.

That dinner date is shown from Leonard's point of view, with Manhattan shot to look like paradise and every other detail sharpened up to show how close Leonard feels to having all his dreams come true -- and how completely he's in over his head with Michelle.

How will Leonard choose his future? How will he choose between the woman everyone thinks is right for him and the woman who turns his life upside down in the best way?

Two Lovers involves a classic triangle, but the performances make it so much more than that. Director James Gray gets his actors so emotionally naked that parts of the film are actually difficult to watch.

There's not a false note from anyone, and both Paltrow and Shaw are so good in their roles that Leonard's dilemma is downright shattering.

And if this is, as advertised, Joaquin Phoenix's very last movie role, it's a real loss. He is superb here.

(This film is rated 14-A)

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