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You can hear the big gears clank in this glossy, oh-so-watchable remake of the classic 1939 film (and the popular An Affair to Remember). Instead of updating the story with contemporary attitudes (as Warren Beatty did so successfully with Heaven Can Wait), this is a virtual carbon copy of the other films. The early scenes succeed as the two love birds (Beatty and real-life wife Annette Bening) banter with smart, fun talk. But the dramatics never really work in the modern era and romance doesn't blossom. Do we have to visit the Empire State Building again? Why couldn't the man be the victim? Everything looks wrapped for Christmas: a lovely score, nice use of old songs, rich designer clothes, familiar faces popping up everywhere, all surrounded by ace Conrad L. Hall's glowing, luscious light. It comes off like a big still-life, no zeal with two big exceptions: Garry Shandling's comic portrayal of lawyerhood as Beatty's agent and the reappearance of Katharine Hepburn. Seen for maybe 10 minutes, she packs more magic in her work than the entire rest of the movie. --Doug Thomas

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