`I am human. All too bloody human.'

London — IT'S hard not to stare at Peter O'Toole's face, hunting for vestiges of one of the most beautiful male visages to grace the silver screen. Yet, the clear blue eyes that once peered out from under a white kaffiyeh have gone rheumy. The cheeks sag. The skin no longer gleams. There are flashes of who he used to be: A certain tilt of the face and the amazing bone structure suddenly emerges from the haze of age. There are moments when the smile animates -- and he is again naughty, charming, ruminative and elusive.

On a recent fall afternoon, the actor, now 74, was sitting on a settee in an old-fashioned English hotel, meticulously and repeatedly applying lip balm to his faded lips. He's still tall and thin, with the erect carriage of the fatally elegant but fragile. One misplaced thump looks as if it could send him reeling, though he's dressed for cavorting, dandyish in an olive jacket, tan pants, vest and tie.

He's rhapsodizing about falling in love, as he does in his latest film, "Venus," which lands in theaters Dec. 15. "Within seconds, it's as though these two have known each other for 25, 30 years. It doesn't matter if they're pretty or ugly, suddenly you find yourself at ease and in the pleasure of that particular company. If it is a pretty girl so much the more enchanting." He gives an old roue laugh. "But that is the way it is, I find. And this was written on a piece of paper" -- the script for "Venus" -- "and I thought, 'Hello.' "

This is his first leading role in 20 years. Despite getting seven Academy Award nominations, the last for "My Favorite Year" in 1982, O'Toole is not a recognizable figure for younger moviegoers. One year older than Michael Caine, two years younger than Sean Connery, O'Toole seems to belong to another generation. He sparred with Richard Burton in "Becket." He played opposite Katharine Hepburn in "The Lion in Winter." As T.E. Lawrence, a.k.a. Lawrence of Arabia, he rode a camel across the desert for David Lean.

When he was nominated for an honorary Oscar in 2003, he initially demurred, sending a letter to the academy saying that he still "might win the lovely bugger outright."

At the time, the quip came off as a jolly, quixotic riposte -- especially since his prodigious early talent seemed all too often squandered. But it appears he wasn't joking. O'Toole, who's spent the last 20 years largely slumming through the movies playing parts like Priam in the paint-by-numbers tent pole "Troy" and a doctor in the little-seen horror flick "Phantoms," returns finally with one of the most hilarious and wrenching performances of the year in "Venus."