Scarlett Johansson. Penelope Cruz. Kissing!

And, if that isn't reason enough to check out Woody Allen's latest film (the FHM fantasy loses some of its appeal on heterosexual females), there is the fact that, in a moment of rare insight, the almost-octogenarian writer/director hasn't cast himself as the romantic lead. In his place: the irresistible Javier Bardem…

Although Allen remains on the right side of the camera, 'Vicky Cristina Barcelona' is all Woody — gorgeous, sensual women; attention-grabbing scenery; and dysfunctional relationships (in this case, a ménage a trios and then some). It's quirky, it's utterly ridiculous, and it's the best movie that Woody Allen has produced in some time.

Vicky (Rebecca Hall from 'The Prestige') and Cristina (Johansson, of course) are twenty-something Americans who are spending the summer in Barcelona — Vicky to research her Masters thesis and Cristina to lose herself in some creative venture or torrid romance.

As the film's narrator (Christopher Evan Welch) points out, the two girls are as different as can be — proper Vicky is reasonable, mature and a fan of conformity; Cristina is a free-spirited, passionate woman who doesn't know what she wants, but knows what she doesn't want.

Their relaxed, sight-seeing trip is thrown into disarray when the suave artist Juan Antonio (Bardem) offers them a proposal they just can't refuse: a weekend in Oviedo of fine wine, music and (maybe) sex. Vicky gets all three. Unfortunately, she also happens to be engaged to a very nice young man (Chris Messina), who is planning his own trip to Spain.

In a typical Allen twist, it is Cristina who shacks up with the passionate artist, while Vicky, treasuring the secret of her one night of pleasure, hides in her work. But Cristina is out-passioned, when Juan's crazystunningtalented ex-wife (yes, the Barcelona of the title, Cruz) catapults back into his life. Things get…complicated.

Largely due to the brisk, quirky narration, the film has the atmosphere of a fairytale. However, this particular fairytale requires that you are (a) a dysfunctional adult and (b) no longer believe in happy endings.