Patrice Chéreau's Those Who Love Me Can Take the Train is a rarity—a near perfect match of feeling and form wedded by an intellect that's both caustic and compassionate. Chéreau, one of the great theater and opera directors of our time, relishes the aspects of film that distinguish it from the stage—the close-up, the moving camera, and the cut. He deploys them not only to heighten what's happening in the narrative, but for the excitement they generate in the abstract. Those Who Love Me has a superabundance of plot, characters, and relationships, but even when you lose track of who's done what to whom, you can feel the film the way you feel a piece of music. It's a roller-coaster ride for cinephiles with a taste for grand opera.

About a dozen lovers, friends, and students of a famous artist travel from Paris to his hometown of Limoges for his funeral. Limoges, a bastion of bourgeois complacency, boasts the largest cemetery in Europe; the 185,000 dead exceed the live population of the town by 40,000. What better setting for a film that's about how mortality conditions desire? But Those Who Love Me is not a Kane-like portrait of a dead man; it focuses on the mourners, thrown into crisis by the loss of a father figure who seems to have held them in thrall by making them compete for his affection.

The desire released by the death of this mythic figure is mostly male and homoerotic. Chéreau has made a gay, contemporary Rules of the Game (although you wouldn't know that from the poster, which shows what seems to be two women in a hot embrace, but in fact portrays a woman and a transvestite having a heart-to-heart talk). The film's governing conscience is François (Pascal Greggory), who may have loved the dead man more than did anyone else but who also has a steady boyfriend, Louis (Bruno Todeschini), and a secret lover, Bruno (Sylvain Jacques), an exquisite, fragile boy who hangs out in railroad stations picking up tricks. Louis and Bruno are seized by an attack of love at first sight in the lavatory of the train on the way to the funeral. Louis confesses to François that he's in love with another, and François retaliates by telling him that Bruno was his lover for a year and that Bruno is HIV-positive.

The scene is extraordinary for its mix of hilarity and anguish, and because the three men are so beautiful it almost hurts to look at them. There's another scene much later in the film involving the transvestite (Vincent Perez), the dead man's shoe-magnate brother (Jean-Louis Trintignant), and a pair of red spike-heel pumps that's just as rich in cross purposes and inchoate emotions. Chéreau loves his actors (although perhaps the women less than the men) and they all deliver for him, but none more so than Greggory and Trintignant.

Those Who Love Me is shot in handheld Cinemascope (a trip in itself) by the agile Eric Gauthier. The camera movement would be excessively romantic if it wasn't so wittily undercut (dissected, to be more exact) by François Gediger's editing. On a second or third viewing, bits of camera movement emerge and echo in the way motifs do in classical music, tying the parts into a whole. And speaking of music, there's too much of it and some of the choices are too obvious, although it's hard to quibble about a score that includes Mahler and "Save the Last Dance for Me."

American viewers, who've come to expect a film to spoon-feed them plot, characters, and motivations, tend to react with hostility to a film that can't be totally apprehended in a single viewing. They'd rather blame the film than doubt their own intellectual capacity. But I guarantee that if you find yourself confused, so does everyone else in the audience. I loved this film from the first time I saw it but it took me a second viewing to sort out the characters and relationships, and a third to begin to appreciate the intricacies of the form. For a fetishist, this is the film of the year.