"WE'RE informal here, no need for bathing suits," the retired director tells the young man mowing the lawn by his swimming pool. This opening gambit paves the way for an acquaintance that telescopes into a friendship between James Whale (Ian McKellen), the urbane gay English director who pioneered the first Frankenstein films, and Clayton Boone (Brendan Fraser), the poor, strapping young American who comes to garden and ends up posing for a portrait. He has, Whale informs him, "the most architectural skull and expressive nose". Boone replies: "Broke five times, more like it."

Whale lives in a painting-filled house in Pacific Palisades with Hanna (Lynn Redgrave), a disapproving Germanic maid who, humouring and mothering him, is given to such askew turns of phrase as, "That's not my teacup." Having quit Hollywood on the heels of a sex scandal or rather, as he specifies, a "homosexual scandal", Whale is no stranger to decadence - in more hedonistic days he hosted sessions of "strenuous fun and frolic in the pool". Now, faced with an interviewer who shows no interest in Whale's past on the stage or in anything other than the horror flicks in his filmography, Whale toys with the effeminate young man, proclaiming, "My life's a game of strip poker. Shall we play?"

Whale and his gardener share a certain fish-out-of-water loneliness. When Boone says that he's from the wrong side of the track, Whale remarks, "There are more wrong sides of the tracks in England than you can imagine." And while Whale reminisces on salient moments in his past - being called a "nancy boy" during his childhood in Dudley, where he felt like a giraffe among farmers; seeing battle in World War I; directing "The Bride Of Frankenstein" in 1935 - he and Boone, despite the disparity in age and culture, negotiate a tentative friendship across the minefield of differing sexual orientations.

Exquisitely shot and consummately well-written, "Gods And Monsters" is riddled with contrasts, by and large subtly handled. But the film sets up perhaps one too many ironic parallels between Boone's hulking, wholesome, built-up beauty and Frankenstein's misunderstood creature. Also, Whale's frequent memories of life on the front tend to predominate over the several touching excerpts from Whale's real-life horror pictures and the intriguing "Ed Wood"-like tributes to his B-movie legacy - kitsch flashbacks to doing takes with Elsa Lancaster and Bela Lugosi, ably replicated by contemporary actors.

Surpassing the cultured British older man/coarse young American dynamic caricatured by John Hurt and Jason Priestley in "Love And Death On Long Island", Ian McKellen is on perfect form as the acidic, fastidious, artistic director, and Brendan Fraser offers up a perfect form and fine degrees of emotional ambivalence as the wary, virile, unaffected youth. Striking several happy mediums between poignant and amusing, "Gods And Monsters" is understated, complex and monstrously powerful.