"The challenge in playing Ursula is the same as playing Cleopatra or any other character," notes Dame Judi Dench. "You have to make that person a living being. With Ursula, I have to make understandable a woman of that age who has had no emotional disturbance in her life until Andrea appears."

Dench is talking about her starring role opposite Dame Maggie Smith in the movie "Ladies in Lavender." Set in Cornwall in 1936, it tells the story of two aging sisters, Janet and Ursula Widdington, whose uneventful lives in a stone house overlooking the ocean abruptly change when they discover a young man lying unconscious on the windswept beach. It is never made entirely clear why Andrea (Daniel Bruhl), a Polish emigre headed for America, washed up on the sand, half drowned. Nonetheless, he is there.

And as the two sisters nurse Andrea back to health, they grow increasingly attached to him -- especially Ursula, whose feelings for him are intense and painful. His presence begins to shatter the calm surface of their day-to-day existence. Private and troubling subjects that were never talked about are broached for the first time.

Dench and Smith, who meet with me in a Battery Park hotel, acknowledge that much remains unsaid in this evocative film, not least the exact nature of Ursula's feelings for Andrea. Does he remind her of an unrequited love or a failed love affair in her past? What are Janet's feelings for Andrea and what is her personal history? Have Janet and Ursula really co-existed all that peacefully, or is there a long-repressed secret between the two -- perhaps even a betrayal committed by one of them?

"No, I believe the two sisters have lived harmoniously their entire lives," says Smith, a 70-year-old native of Ilford, northeast of London. "Janet was engaged to a young man who died in the First World War. She knows something about love, at least once. But it's true she and Ursula never talked about him or Janet's feelings for him until Andrea comes into their lives. Janet is fond of Andrea but becomes alarmed at her sister's feelings for him."

Adds the 70-year-old North Yorkshire-born Dench, "Ursula has a childlike quality and doesn't know what she feels for Andrea. Is it her love of beauty? Or is it the love of a woman for a child, or the love of a woman for a man? She doesn't understand what's happening to her, except that she has gone through an entire life without love. It's not that she has had an unrequited love or failed love affair. She's had nothing, and now it's too late and it's not fair."

Undoubtedly, Ursula and Janet are very much of their time and place: two aging spinsters living in an isolated world, haunted -- perhaps no longer even haunted -- by the vanquished hopes of the past. Although these two characters couldn't be more removed from Dench and Smith, the actresses understand them, especially "when you see where and how they lived and realize that in the '30s, there was no television or many other distractions," remarks Dench. "They have no close friends and spend their days eating and knitting and going for walks."

She points out that more than almost anything, the vintage clothes that she and Smith wore on screen made these characters and their worldviews very real to her. "The material," she says.

"The corsets," adds Smith.

What's striking about Dench and Smith, despite their stature as international stars -- with many Olivier, Tony, and Academy awards between them -- is how low-key they are about what they do and how they do it. Acting is second nature and neither one talks, or seems to want to talk, about character analysis or preparation. Dench refers to herself as a "jobber," loves to work, chooses her projects largely on the basis of the people involved, and then moves on to the next one. Smith also tackles each role in a workmanlike way, without fanfare. But Smith acts less frequently than Dench, though she's not especially perturbed by it, not at this stage of the game anyway.

And each dame refers to herself as an "actress," as opposed to the politically correct term "actor." Smith quips without apology or further explanation, "I call myself 'actress.' Old habits die hard."

"What's wrong with 'actress?' " Dench asks rhetorically. "Does the word suggest a slut? I like it for that reason." She makes it clear that when she says "slut," she means gypsy, an old-fashioned roving performer, moving from show to show.

Of the two, the gamine Dench is the gentler and more forthcoming. She admits, for example, that when Sir Peter Hall approached her to play Cleopatra, she was stunned -- and also frightened. "Why would you want a menopausal dwarf to play Cleopatra?" was her response, she recalls. "People laughed openly when they heard I was going to play Cleopatra."

Smith, tall and patrician, is cautious and reserved, perhaps a little impatient with yet another interview. She has a sardonic edge. Of her title, which she received in 1990, two years after Dench, she is cavalier. "I got it for swimming." (She was granted the honorific during a year in which she didn't act due to a broken arm. All she did that year was swim, she says.)

The two ladies have known each other for 50 years, have appeared together in four productions -- including the films "A Room With a View" (1985) and "Tea With Mussolini" (1999) and the David Hare play "The Breath of Life" (2002) -- and have shared some of the same life experiences.

Both were married to theatre folk (Dench to actor Michael Williams, Smith first to actor Robert Stephens and later to playwright Beverley Cross), both have grown offspring in the theatre (Dench's daughter Finty Williams and Smith's sons Chris Larkin and Toby Stephens), and both are widowed: Dench lost her husband in 2001, while Smith lost hers in 1998.

They also share similar views on a number of topics, including how much more difficult it is today to launch an acting career. There are just fewer opportunities, they say. When they were starting out in the 1950s, there were repertory companies in virtually every town in England, where actors could hone their craft after either studying acting in the classroom (Dench attended the Central School of Speech and Drama in London) or taking the apprenticeship route (Smith's steppingstone). Early on in their careers, each performed with the Old Vic.

"In repertory companies, you learned by watching others and by making your own mistakes," says Dench, who briefly toyed with the idea of becoming a set designer. "Now there are so few places to practice. And years ago no one talked about fame and fortune. Making a name for yourself was only a hope. Now young actors see that they can get on television right away."

On the flip side, comments Smith, "Young actors today can do so much more than we did. They can sing and dance -- with or without clothes." With a glance at Dench, she adds, "You've sung and danced."

"With my clothes on."

Although Dench may be best known for roles such as her Oscar-winning eight-minute cameo as Queen Elizabeth I in "Shakespeare in Love," she also created the role of Sally Bowles in the London premiere of "Cabaret," played Desiree Armfeldt in "A Little Night Music" at the National Theatre, and was rehearsing to play Grizabella in the original West End production of "Cats" until an injury forced her out. She also has several Broadway credits under her belt, including "Twelfth Night," "King Henry V," and "Amy's View," for which she won a 1999 Tony Award. (But the most challenging role she ever tackled, she says, was Cleopatra.)

Likewise, Smith, who won an Oscar for her performance in the title role of "The Prime of Miss Jean Brodie" and is now widely recognized as professor Minerva McGonagall in the "Harry Potter" movies, has starred on Broadway, too: Her credits include productions of "Private Lives," "Night and Day," and "Lettice and Lovage," the last earning her a Tony in 1990. She recalls that her most daunting role was Desdemona opposite Laurence Olivier in "Othello."

Smith's latest movie, "Keeping Mum," will be released next year; Dench is currently shooting the film of Zoe Heller's novel "What Was She Thinking?: Notes on a Scandal."

At the moment, however, their thoughts are on "Ladies in Lavender" and their hope that it speaks to contemporary American audiences. Smith points out that one's response to the film is a function of one's experiences. But one thing is certain: She does not find the film's ethos dated.

Smith recounts an article she read not long ago about a seemingly ordinary man in England who concealed in his garage a 1930s automobile that had never been driven. The preserved vintage car, discovered only after the man's death, shed light not simply on the life of an eccentric who, for whatever reason, chose to cling to the past; it was emblematic of an undisclosed inner life. And "Ladies in Lavender," she suggests, speaks precisely to that sensibility.

For director Charles Dance, an actor making his film directing debut with "Ladies in Lavender," no actors were more suited to the roles of Janet and Ursula than Smith and Dench. His reason for casting the two dames, "apart from their formidable talents," he says, was who they are beneath the surface:

"Judi has a personal quality that, despite her age, is very youthful. She's like a 17-year-old in some ways. She has an extraordinary outlook and demeanor. Ursula is a physical and emotional virgin. Judi is neither. But she has a childlike quality, something she has to suppress most of the time. This film allows her to show an essential part of who she is.

"Similarly, Maggie has vulnerability that she can't ordinarily reveal," Dance continues. "In fact, she has cornered the market on playing brittle women who can demolish you with their acid wit. But beneath that there is a delicate sensitivity that she has a chance to show here."

Indeed, when Ursula accuses Janet of insensitivity and Janet quietly responds, "On the contrary," it is one of the film's most heartbreaking moments.

Smith and Dench have each had extraordinary careers. Yet looking back, Dench hints at a note of disappointment, while Smith is dismissive, evincing an almost fatalistic point of view.

Asked how they'd redo their life journeys if they could, Dench grows thoughtful: "I'd have a lot more children," she offers unexpectedly.

Smith remarks that redoing one's life is an "impossible idea, since nothing can be planned. And even if you do plan, it changes nothing anyway."

Many thanks to Cindy Lou for sending this article which appeared on the BPI Entertainment News Wire on May 18, 2005.

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