“Up at the Villa,” This romantic period drama is set in gorgeous, pre-World War II, Tuscany, Florence and Siena, Italy, as Benito Mussolini and his Fascists are coming to power. It was based on a novel by W. Somerset Maugham, and stars Kristin Scott Thomas as Mary Panton, a beautiful, 35-ish, penniless English widow forced by circumstance to consider the proposal of an aging diplomat, Sir Edgar Swift, played by James Fox (THE REMAINS OF THE DAY). When, at one of the dinner parties thrown by Princess San Ferdinando (Anne Bancroft, THE MIRACLE WORKER), Mary’s seated next to Rowley Flint, a brash, rich and married young American (Sean Penn, an Oscar winner for MILK), a dangerous chain of events starts to unfold. At any rate, Mary is eventually left to remember a passionate night in the company of Austrian refugee Karl Richter, played by Jeremy Davies, SPANKING THE MONKEY; and must cover up an inconvenient, likely to be scandalous death. The location photography is fine, and cars, interiors, clothes, conversation, and drinking habits are all appropriate to the era, and well done. It all must have cost a pretty packet. Furthermore, the menace of coming fascism, and war, has been made palpable. Scott Thomas is as good as ever: I for one have admired her since FOUR WEDDINGS AND A FUNERAL, and THE ENGLISH PATIENT. Furthermore, this must be considered an all-star cast, and there are some good supporting players around, too: Derek Jacobi, I CLAUDIUS, as Lucky Leadbetter, and Dudley Sutton, LOVEJOY, as Harold Atkinson. In fact, personnel are distinguished before, and behind the camera. David Brown produced, with credit given to Sydney Lumet as executive producer, and Arnon Milchan as associate producer, and all three of these men have made some very good movies. Yet somehow, things didn’t turn out very well here. Scott Thomas and Fox have no chemistry, but they aren’t supposed to. However, Scott Thomas and Penn have no chemistry, and Penn acts as if his entire face has been Botoxed, leaving him unable to move a facial muscle. He also, although he has been introduced as an American, speaks with an extremely strange midlantic accent. Jeremy Davies is just not particularly convincing as Karl, and Scott Thomas has no chemistry with him, either. Anne Bancroft tends to overact as the English princess when, just off the top of my head, there is that trio of English Dames that could have played the part, Helen Mirren, Judi Dench, or Maggie Smith. Who cast this thing, anyway? Beautiful scenery. Acceptable history. Yet, good people before and behind the camera somehow conspired to make this film, which feels as if it should have been released direct to video.