Toward the middle of Peter Greenaway's "8 1/2 Women," a young man named Storey Emmenthal (Matthew Delamere) insists on taking his recently widowed father, Philip (John Standing), to see Fellini's classic film "8 1/2." Storey hopes to distract Philip from his grief. As far as we can tell, father and son don't pay much attention to the movie; Philip wants to talk about the penis as an engineering achievement, to Storey's embarrassment. But when they get home, or perhaps on a later occasion when they're watching the film on video -- as usual in a Greenaway film, there's no consistent chronology of events -- Philip wants to talk about all the beautiful women in Fellini's universe. "How many film directors make films to satisfy their sexual fantasies?" he asks. "I should imagine most of them," says Storey.

Greenaway's fans might be tempted to view this as a kind of confession, a moment of rare candor and directness in the idiosyncratic English director's difficult and endlessly allusive movies. But while there's quite a bit of male and female nudity in "8-1/2 Women" (most of it quite beautiful perhaps because it so thoroughly defies conventional standards of beauty), the sex is mainly in the atmosphere rather than on the screen. The mood here is lovely, autumnal and sad, verging on tragedy if sometimes flavored with implausible farce. As Philip and Storey try to fill the void in their lives -- and their palatial Geneva estate -- with sensual adventure, the result may be Greenaway's masterpiece.

A veteran of the English stage, Standing is a wonderful blend of magnetism and pathos as Philip, a role of almost Lear-like emotional richness. When he regards his dead wife and howls, "Who is going to hold me and love me for my body as it is now?" all the artifice and architecture of Greenaway's filmmaking moves to the background. Motivated by loss, by Fellini's images and by the almost childlike greed that accompanies great wealth, Philip and Storey decide to fill their house with a harem of eight (or, finally, eight and a half -- and if you see the movie you'll have to figure that one out for yourself) personal concubines.

Their conquests range from the sublime to the ridiculous, and include a severe Japanese businesswoman named Kito (Vivian Wu), a would-be nun named Griselda (Toni Collette of "The Sixth Sense"),a skeletal horsewoman named Beryl (Amanda Plummer), whose principal lover is a pig named Hortense, and a perennially pregnant earth-mother type named Giaconda (Natacha Amal). The undisputed No. 1 among the eight and a half women is Palmira (Polly Walker of "Enchanted April" and "Emma"), a voluptuous schemer with whom Philip and Storey both fall hopelessly in love. You really can't blame them; Walker is heart-stoppingly beautiful, whether clothed or not, and Greenaway's shots of both her face and her body are positively rapturous.

Some viewers may find this movie sexist or misogynist simply based on its premise, but it's a mistake to take Greenaway's symbolic narratives too literally. Besides, all the women in the Emmenthals' house are there for good reasons: for money, for the dead wife's hats, to be trained as a Kabuki performer, to get pregnant and, in all cases but especially Palmira's, out of a sense of adventure. You could argue that Greenaway's view of gender roles conforms to a kind of reverse stereotype, in that the women are intensely practical-minded while Philip and Storey are hopeless dreamers. When the women grow tired of the game, they simply take control of their lives and move on, while the men are trapped in the seraglio of their own making, prisoners of their own inadequate emotional lives.

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