Alternatively witty, poignant, insightful and surprising, the film relates the story of a man's life by focusing on its ending, while keeping the flashbacks to a minimum. Whale, played with an Oscar caliber performance by Ian McKellen, was an eccentric and a loner. An avowed homosexual, at a time when few admitted it publicly, Whale dropped out of the active Hollywood scene. Living in an uncommonly modest house by Hollywood standards, he kept himself busy painting amazingly accurate copies of great masterpieces.

Cast opposite McKellen, who was last seen in APT PUPIL as a retired Nazi, is Brendan Fraser, last seen crashing into trees in GEORGE OF THE JUNGLE. Although the choice of Fraser to go opposite Sir Ian may seem a bit odd, it works. Comedic actor Fraser, who has played serious parts before, as in SCHOOL TIES, makes us expect much less than we get. He gives his character charisma and a subtle complexity.

Fraser plays Clayton Boone, Jimmy's big oaf of a gardener. Clayton, who has the rippling muscles of a Greek god, lives in an old trailer and drives a beat-up truck. He's an ex-marine who has a big, patriotic tattoo to remind himself of his time in the service.

An avowed heterosexual, Clayton feels uneasy but yet drawn to Jimmy, who tells him fascinating inside stories about the making of movies. He says, for example, that Boris Karloff was a proper English actor but was dreadfully dull. And he tells much more controversial stories too, like the inside scoop on George Cukor and his sex-with-young-boys scandal.

Even with his reservations, Clayton becomes both Jimmy's friend and artist model. The natural chemistry between them doesn't follow conventional patterns. Besides the obvious physical attraction, Jimmy is also drawn to Clayton because of their similar childhood economic status.

Jimmy grew up in a large family where they lived four to a bed and with a privy out back. They used "drippings," i.e., congealed beef juices that they kept in a jar, to put on toast instead of butter. His father, whom he loathed, made him work in the factories at hard labor from an early age. "Hatred was the only thing that kept my soul alive," Jimmy says of his father, who treated him badly.

Jimmy served in the foxholes in World War I, and he was as scarred emotionally by this as much as his childhood. Both of these parts of his life keep flashing into in his mind.

The movie contains old film footage of Jimmy's classic movies as well as reconstructions of their shootings. Although these form the heart of GOD AND MONSTERS, there are many wonderfully little odd ball incidents as well. Typical of these is the obviously gay reporter who doesn't have much respect for Jimmy's talents but has come for a pro forma interview of him. Jimmy, who finds his trivial questions boring, decides to make a game of the interview. Jimmy tells him that he will answer any questions whatsoever that the reporter poses so long as the reporter takes off a piece of clothing for every question.

As a character out of left field, Lynn Redgrave, with a thick Eastern European accent, plays Jimmy's disapproving maid. Although she loves Jimmy, she is full of "tsk, tsk, tsk" for his behavior. She's sure he's going to rot in hell for his proclivities.

Based on Christopher Bram's novel, written and lovingly directed by Bill Condon, the film touches us with its honest and poignant portrayal of a fascinating individual.

"Alone, bad; friend, good" Frankenstein says at the end of his movie. Jimmy, a loner, didn't have many friends, but he certainly cherished the few he did have. And Clayton was glad to be counted among them.

GODS AND MONSTERS runs 1:45. It is not rated but would be an R for sex, profanity and mature subject matter and would be fine for older and mature teenagers.