SWEET NOVEMBER: Romantic comedy-drama. Starring Keanu Reeves and Charlize Theron. Directed by Pat O'Connor. (PG-13. 120 minutes. At Bay Area theaters.)

For anyone who saw the 1968 original, "Sweet November" has to compete with a memory. Since the original, starring Sandy Dennis and Anthony Newley, has never been released on video, one can't be sure whether it's the movie or the memory that was wonderful.

Likewise, we can't know if it's a trick of the mind or if Newley really did sing the film's theme song in this way: "Sweet November-er-wah-wah-wah . . ." Across the decades, it all seems very poignant.

The 2001 version is not as poignant, and it has some challenges to overcome in updating a 33-year-old story. It also suffers from the strange casting of Charlize Theron as a ditzy free spirit. Theron is a fine actress, but it seems downright unfriendly to ask a 6-foot-tall woman to play a sprite.

As if to atone, the filmmakers do their best to deglamorize the gorgeous Theron, and they succeed all too well. She goes through much of the movie looking like Amelia Earhart after a long day under the hood, and it's only in close-ups that Theron and the screen light up.

The film also stars Keanu Reeves as a hard-driving, workaholic San Francisco advertising executive, which also sounds like weird casting, but it works. "Sweet November," among other things, is about a guy's journey from unbearable to adorable. For us to buy it, there has to be something redeemable about this fellow going in. With Reeves the sweet-guy aura is intrinsic.

They "meet cute," too cute, at Motor Vehicles, where Sara (Theron) arrives late for a driving test, carrying groceries and dropping them everywhere. She has a run-in with Nelson (Reeves), who treats her so unpleasantly that she decides she needs to save him. She invites him to move into her Potrero Hill apartment for one month.

The premise of "Sweet November," intact from the original film, is arresting. Sara's invitation is not romantic, though sex is part of it. Her real interest is in helping him become happy. Her hobby is to find broken fellows and spend one month fixing them. Nelson, she is determined, will be her November project.

SPECIAL GLOW

It takes a while for him to agree, and those scenes -- in which Nelson gradually allows himself to become persuaded -- are the weakest in the film. But once Nelson and Sara are under the same roof, "Sweet November" takes on a glow that even silliness or cliche can't completely dim. (Here's one cliche: The downstairs neighbors turn out to be cuddly drag queens.)

In 1968, just the idea of unmarried people living together raised eyebrows. So the notion of an altruistic woman who lives with a different guy each month

--that had strangeness and mystery, madonna-whore associations that are no longer present a generation later. Yet the most powerful aspects of "Sweet November" remain -- the sense of something precious, and of time running out.

Movies are uniquely capable of conveying the specialness of individuals and the harshness of time. That's what the film medium does best. To film something is to capture its vivid shadow, and to watch a movie is to see the past. No surprise, then, that "Sweet November" makes a heart-tugging subject. It's about people trying to do that which is attempted with movie cameras too: to stop time and hold something beautiful. November, like life, is fleeting. Nothing can make it stay.

FLEETING MOMENTS

Director Pat O'Connor creates a lovely moment in a scene in which Reeves stops and looks around him on a residential block. The setting is pedestrian. Kids playing. People walking in and out of stores. The houses, the skyline. And yet we know exactly what he's experiencing. This is ecstasy, the grown-up version: utter contentment and tenderness, mixed with a sadness that moments can't be held, only felt brushing by.

Later, Sara comes home to find that he has covered her walls with November calendars. We get the human condition, rendered in a homey visual.

Theron and Reeves, uncomfortable at first, warm up to their roles and do well in the more serious segments late in the film. "Sweet November" is neither a masterpiece nor a remake of one, but its wistfulness is infectious, and its melancholy mood lingers for days.