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Veterans Caine, Keitel, Fonda shine in “Youth”

Michael Caine poses for photographers during a photo call for the film Youth, at the 68th international film festival, Cannes, southern France, Wednesday, May 20, 2015. (Photo by Joel Ryan/Invision/AP)

CANNES, France (AP) — Paolo Sorrentino’s bittersweet age drama, “Youth,” features a tour de force performance by Michael Caine as a retired conductor reflecting on the passing of time and memories of his wife, a former singer.

Caine’s character, Fred, bitterly refuses a request by Queen Elizabeth to conduct his most famous work at a royal gala — because it used to be performed by his wife.

But as Fred tries to move beyond the pain of loss, he’s able to look to the future; the theme of aging introspection riffing on Sorrentino’s Oscar-winning 2013 smash “The Great Beauty.”

“That is the only subject that really interests people — passing time,” said Sorrentino at the Cannes Film Festival press conference, calling his latest work, “very optimistic.”

“The future gives us freedom and freedom gives us a feeling of youth. Whatever one’s age, one can look toward the future,” he added.

But the film’s poignancy about age is in large part because of the real-life wrinkled flesh of its stars.

Caine’s semi-naked 82-year-old body is frequently in close-up — a point about which the two-time Oscar-winner retains much humor.

“It didn’t matter to me because it’s the only body I’ve got, an aging body. … To people who are not old, this is what’s going to happen to you. So don’t get too smug about it,” Caine quipped.

“The only alternative to playing elderly people is playing dead people. So I’m quite smart, I picked elderly people. I thought that’s a better idea,” he added.

Harvey Keitel, 76, turns in a solid performance as a once-great director whose best work is behind him, while Jane Fonda, 77, plays his one-time muse and steals her scenes in a performance as cantankerous older actress. She has exaggerated makeup and a near-drag-queen wig, which at one point, humiliatingly falls off in a hysterical diva scene on a plane.

Fonda said she relished the warts-and-more performance.

“There’s something very vulnerable about an old woman who puts on the mask of make-up and everything, and when that’s stripped away she becomes very vulnerable and it’s fun to play,” she said.

Fonda — she is famously honest about her age — said “Youth’s” message struck a chord.

“For me this movie called ‘Youth’ says something that I agree with very much — that age is much a question of attitude. If you have passion in your life… you remain young and vital in your mind — which is your spirit,” said the age-defyingstar, who with two Oscars and a six-decade career to her name, has nothing left to prove.

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Thomas Adamson can be followed at Twitter.com/ThomasAdamsonAP

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