If it wasn't for the charming top-liners who can make literary dialogue sound sexy in their sleep, the war in Fred Schepisi's "Words and Pictures" would have to be called off after the opening skirmish. The battlefield is a country prep school where Clive Owen's drunken English teacher and Juliette Binoche's prickly art instructor square off, then pair off, in an amusing school-wide debate over whether literature or painting is best. The way the challenge between these two sharp minds will play out is the only thing that isn't a foregone conclusion in the smooth-as-vodka screenplay, a middle-brow mashing together of "Dead Poets Society" and a rom-com for audiences allergic to vulgarity and sex scenes.

The film gives Binoche, who plays Italian painter Dina Delsanto, a chance to show off her own artwork, which is liberally displayed in the film and which looks considerably better and more painterly than simple props. Working with portraiture and large-scale abstraction, she plays a famous artist struck with rheumatoid arthritis and increasingly unable to move her arms and hands freely. Her solution is to use industrial-size paint dispensers hanging from overhead hooks which she can move artistically without fine brushwork. All these difficulties more or less justify her fierce anti-social attitude, which Binoche is able to carry off without becoming an unpleasant character.

Owen pulls out a surprisingly literate side of himself in the role of Jack Marcus, an irrepressibly outspoken English teacher and wordsmith who, on the verge of being ousted from the school for alcoholic disorderliness, does something repulsively unethical to save his job. It's a bombshell on the order of discovering Mr. Chips has copied his graduate thesis. Owen is spectacular in maneuvering Jack's way out of this mess, in which his grown-up son is involved. It's a tribute to his inner appeal that he overcomes the cruelty of having to wear a grubby beard, heavy glasses and abominable corduroy jackets.

One can sympathize with Jack's boredom with the faculty who won't play word games with him, exception made for the wry old Walt (Bruce Davison). But with the spotlight focused on Jack and Dina, there seems to be little interest in developing peripheral characters, and students and teachers alike are hastily sketched, easily predictable figures.

On the plus side, Gerald Di Pego's screenplay revolves around some truly witty, sassy dialogue that will give the film its raison d'etre for many collegiate viewers. The darts fly from the moment Jack and Dina are introduced. Told that Dina is an art teacher and noting her artistically wrapped neck scarf, Jack shoots off "Hence the scarf," to which Dina, noting he's an English teacher, replies without batting an eye, "Hence the hence." Their caustic banter is always a delight.

Schepisi, whose last film was his adaptation "The Eye of the Storm," based on an Australian classic, is a general who marshals actors to bring emotional depth to almost any kind of screenplay. Here the human elements take the foreground, and romance comes trailing along forlornly behind. Not that the chemistry isn't there between Owen and Binoche, who has rarely looked so beautiful onscreen, even playing a woman with physical disabilities. But the strange reticence of the scene when the two finally hit the hay feels like a throwback to the 1930s, including a huge cutaway that ends with the protags in bed with the sheets pulled up to their necks, saying how great it all was.

"Words and Pictures," a Roadside Attractions release, is rated PG-13 by the Motion Picture Association of America for "sexual material including nude sketches, language and some mature thematic material." Running time: 111 minutes.


MPAA rating definition for PG-13: Parents strongly cautioned. Some material may be inappropriate for children under 13.