Katharine Hepburn's performance as Michael's Aunt Ginny is touted on the box cover, not just because "Love Affair" proved to be the final theatrical film in her storied career (she did appear in one more made for television movie), but because she steals the show in her brief scene. Hepburn is abetted in this effort by the local, a glorious beautiful South Pacific island as lush and as a green as any you have ever seen. There is also a wonderful set up for her scene, where Beatty asks Benning to go see his aunt and the couple take a series of scenic jaunts to the mountainside home, punctuated by Benning's comic asides. The role of the hero's aunt has always been a wonderful character piece for an older actress in every one of the film versions of this story, but certainly Hepburn is given more interesting things to say. For those who are shocked to hear Hepburn use foul language, you should remember that thirty years earlier she was probably the first person to say the word "fornication" on film in "The Lion in Winter." As Ginny explains her perspective on what type of bird Beatty happens to be and what that means for his future, there is no difference between Benning and her character, both of whom are clearly basking in Hepburn's presence.

As always, Beatty surrounds his main characters without outstanding supporting players, from Kate Capshaw and Pierce Brosnan as the original intendeds with whom no one can find fault, to Brenda Vaccaro and Paul Mazursky as other couple on the boat, to Garry Shandling and Harold Ramis as Mike's agent and financial adviser, to Chloe Webb as Terry's confidant after "the accident." If, in the final analysis, Beatty is not up to the pivotal moment in the climax where the pieces come together, then it is because the memory of Cary Grant's performance in the previous remake is just too overwhelming. Certainly Benning shines throughout the film, so there is no doubt why he is after her even if the opposite is established more by Beatty's reputation, wonderfully established in a series of news flashes in the film's opening, than by anything the actor actually does in the film itself. He looks good, but she looks great and you end up thinking Beatty remade this film not just because its story hits home to him but also because he really wants to show off his wife. Ultimately it is the women in this film who redeem it and make it more than what Annette and Warren did on their summer vacation, although the fact that the woman is the more appealing character this time is probably not enough to make it come out ahead of the Grant/Kerr version for most of us.

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