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CANNES -- While making a light comedy, a director and his female star engage in a passionate love affair that prompts emotional fireworks, jealousy and betrayal, not only for them but for those close to the pair in "Broken Embraces." These dual movies -- the on-set comedy and the off-set melodrama -- allow the prolific and always engaging writer-director Pedro Almodovar to speculate on cinema itself, on its imagery, iconic touchstones and capacity for clandestine observation.

While the movie as a whole is thoroughly engrossing and all the movie references and subplots involving the cinema world undoubtedly enrich his story, this is a pretty minor film from the filmmaker. It feels like more of an exercise in plotting and movie nostalgia than a story about real people.

By now though, Almodovar is a brand name, and his muse, Penelope Cruz, certainly adds potent star power, so the film should perform well in specialty venues when Sony Picture Classics releases it stateside on Nov. 20.

The opening credits are superimposed on a video image taken surreptitiously on the set of the stand-ins and then Cruz and co-star Lluis Homar. This nicely sets up the notion of the camera as the world's greatest spy: For in movies we, the audience, are always, in a sense, watching people's most intimate situations and seeing things the characters would not have us see.

The story concerns a man with two names who answers only to one. A car accident 14 years earlier robbed film director Mateo Blanco (Homar) of his eyesight and his great love Lena (Cruz). Once he recovered, he declared Blanco dead and adapted the pseudonym Harry Caine, which he puts on all the scripts he now writes with the aid of Diego (Blanca Portillo), the son of his former production manager Judit (Tamar Novas).

One night, while recovering from an accidental drug overdose, Diego asks Harry to tell the story of what happened 14 years ago. Surprisingly, Harry does.

The minute Harry -- no, Mateo then -- and Lena see each other, they fall in love. But she is the kept woman of Ernesto Martel (Jose Luis Gomez), a wealthy broker. Nonetheless, Mateo casts her in his comedy. Lena has always wanted to be an actress and, as a former escort and now a mistress, acting does come naturally to her.

Martel signs aboard as the film's producer in a vain attempt to maintain control over his lover. He even plants his son, Martel Jr. (Ruben Ochandiano), on the set, ostensibly to shoot a "making of" video, as a means to keep an eye on Lena.

Movie references begin to pile up. Mateo's comedy "Girls and Suitcases" is clearly a re-working of Almodovar's own "Women on the Verge of a Nervous Breakdown." Noir elements, especially staircases that can have treacherous consequences, foreshadow the coming tragedy. Martel hires a lip reader to tell him what his lover is saying on the videotapes his son sneaks from the set. There is even a reference to "Peeping Tom," Michael Powell's 1960 prescient thriller about a young man who murders women and films their dying expressions with his movie camera.

For all this window dressing, "Broken Embraces" remains a 1950s-style Douglas Sirk melodrama with breathless revelations in the final reel. One or two stretch credibility about as far as it will go. Cruz and Homar do play their parts with flair though. Cruz, who is given an Audrey Hepburn hairdo in the movie within the movie, is glamorous, ambitious and utterly in love with her new man. Homar is incautious as Mateo but wry and ironic as Harry, a man devoted to his pleasures and writing but deliberately cut off from his previous self.

Rodrigo Prieto's cinematography is exquisite from the volcanic landscapes of Lanzarote to the many finely appointed interiors. And the close-ups of Cruz in various hairstyles and wigs are a kind of art work all by themselves. A score by longtime collaborator Alberto Iglesias evokes the many movies the director embraces in "Broken Embraces."

Festival de Cannes -- Competition

Sales: Focus Features International
Production companies: El Deseo D.A., S.L.U.

Cast: Penelope Cruz, Lluis Homar, Blanca Portillo, Jose Luis Gomez, Ruben
Ochandiano, Tamar Novas

Director-screenwriter: Pedro Almodovar
Producer: Augustin Almodovar, Esther Garcia
Director of photography: Rodrigo Prieto
Production designer: Antxon Gomez
Music: Alberto Iglesias
Costume designer: Sonia Grande
Editor: Jose Salcedo

No rating, 129 minutes