A loose retelling of 1934''s Death Takes a Holiday, this updated version adapts a fuller, firmer attitude toward otherworldly romance as well as a near-three-hour running time. With Anthony Hopkins onscreen for much of it, it''s not as dreary as you''d expect, and even the angelic Brad Pitt, as an anthropomorphized, blonde-banged Death, is surprisingly tolerable in an admittedly difficult role that could have just as easily descended into unwitting farce.

Director Martin Brest >(Scent of a Woman) opens the film with a sequence in which Susan Parrish (Claire Forlani)--young, M.D. daughter of Hopkins'' wealthy media magnate William Parrish--runs into a nameless but utterly charming young man (Pitt) in a New York coffee-shop. During the course of a five-minute flirtation, the sparks arc and the two near-strangers part, never to meet again. As it happens, the handsome stranger is struck by a car and killed moments later. As luck, or fate, or more accurately Death should have it, the stranger is reborn, after a fashion, as Death itself appears at the Parrish family mansion wearing the stranger''s flesh. He''s here to take the senior Parrish off to the great beyond, but before he does, he''d like to find out a bit about the living. "You will be my tour guide," he tells an understandably stunned Hopkins, and before long Death, under the moniker of Joe Black, is attending Parrish Communications board meetings, wrapping his tongue around gob after gob of peanut butter (a delicacy, we are led to believe, absent from the netherworld), and falling in love with daughter Susan.

At first it''s difficult to understand why anyone would need three hours to tell this pleasant fable, but to his credit, Brest fleshes out the film with a subplot involving a corporate takeover (unnecessary but absorbing nonetheless) and assorted other tricks. Meet Joe Black flows nicely, and the whole of the film is bathed in some of the most sumptuous cinematography (courtesy of Like Water for Chocolate''s Emmanuel Lubezki) of the year. The film, however, belongs to Hopkins, pure and simple. He commands your eye when he is onscreen, and when he''s off you''re subconsciously waiting for him to reappear. As the noble media baron and devoted family man, he''s stuck with lines that would surely crumple in any other actor''s mouth but here manages to make them sound good, even great, by sheer virtue of his being Sir Anthony Hopkins.

Pitt is in a realm that approximates his lunatic role in Terry Gilliam''s 12 Monkeys, but toned down considerably. His Death is an egocentric spirit engaged in learning a smidgen of humility (and humanity), and though the role frequently borders on the comic, it rarely sloshes over into the absurd. Only once (when Death, his facial muscles lost in the act of making love) did the males in the packed screening audience audibly squirm (which perhaps says more about the males than Pitt''s acting).

Too often derided as a vacuous pretty boy, Pitt brings a wan, insouciant charm to the Grim Reaper, while Hopkins, as ever, anchors everything around him. It''s an elegiac love story from beyond the grave, as appealingly simple as it is emotionally complex.