The director, Terence Davies, understands London from the inside-out in much the same way Woody Allen understands New York City: they’re both born and raised in these two unreal and romanticized cities, and they photograph their home turfs with equal parts nostalgia and wonderment, tempered with a pinch of sadness. Davies’ last effort was the black & white 2007 doc “Of Time and the City“, an impressionistic visual meditation that studied the transformation of his birthplace throughout the course of his life. General audiences as well as fans of Edith Wharton will remember Davies best though from his achingly sad “The House of Mirth” (2000), which includes the best performance of Gillian Anderson’s career to date as Lily Bart.

That movie could play on a double-bill with this one with their shared sense of grief as well as the great risk that the heroines (femme fatales?) in both films take in order to pursue their happiness. Here, it is Rachel Weisz as Hester Collyer–the much-younger wife of revered judge Sir William Collyer (Simon Russell Beale)–who takes center stage. For months she’s been carrying on an affair with a man about her own age, a former RAF fighter pilot in the war named Freddie Page (Tom Hiddleston). When the war ended, so too, it appears, did his purpose for anything other than distracting himself with drinking, carrying about, and playing golf.

For Hester, her love for Freddie represents a stark contrast to the love she shares with her well-respected husband. Whereas William gives her fatherly security and a stable life, in Freddie she finds dizzying passion, carnal lust, and over time, a great void in him filled with emotional scars left over from the war that are as visible as the still-wounded images we see from a city that suffered night-time bombardments just a few years before and that haven’t been healed yet.

In a brutal flashback sequence, we follow William and Hester as they pay a visit to his old witch of a mother (played with relish by Barbara Jefford). Intimidating and insensitive, she grills Hester on whether she plays any sports. “Occasionally, but I don’t much have the passion for it”. “Beware of passion”, the old lady warns, “it always leads to something ugly”. “What would you replace it with, then?”, the young woman retorts. “Guarded enthusiasm. And savor”, replies the old hag, in a scene that is as much about what goes unsaid, which is William’s mother’s disapproval of their marriage.

Despite what we’ve come to know as a fair and prudent man, in this sequence we see how even William and all his successes are still not good enough for mother. Nothing ever will be good enough for her, despite his best efforts, and as the psychology goes, so goes William: unable to please his mother, he finds himself unable to please his young wife as well.

To this point in the movie, the story lays down an impression over time, flashing back and then forward over the 10-month affair with Freddie, to the events leading to the day that her secret is finally revealed to her husband, and then to the harsh reality that sets in after she’s left him for Freddie when it becomes painfully clear to Hester that her pity and grief for both men has become her own self-destructive undoing.

But don’t let me confuse you with story and plot. This is an atmospheric mood-piece of a specific time and place, of an injured London city and wounded characters sitting on loads of repressed emotions that we can feel all through the mist and fog, the soft-focus lensing, the dampened streets, and the smoke-filled pub down the way.

The Deep Blue Sea“, based on the play by Terrence Rattigan (though it never feels ‘stagey’), brings empathy to all three of its major characters. It is a strong choice that neither man, William or Freddie, is portrayed as a villain. In a way, they are flip-sides of the same coin. And in an early, heart-wrenching choice that Hester makes which haunts the rest of the film, even if we don’t know the why of it, we feel the despair and the pity that has lead her to that place. Rachel Weisz delivers one of her finest performances as a vulnerable woman (but not a weak one), intelligent but sad, who is faced with the bitter realization that all that true love has given her is tremendous pain and sorrow.

“The Deep Blue Sea” gives lovers of British movies everything they could hope for in this movie (except maybe for big hats and corsets), from its ability to create a tone and a mood, to a screenplay that understands the value of silences and subtext, to the internal performances by all.

If you haven’t acquainted yourself with Terence Davies yet and you like the tone he so effortlessly strikes here, move back a decade to “The House of Mirth”, then find the gorgeously photographed “Of Time and the City” (which he also narrates), and if you’re finding yourself deeply absorbed in the rich texture of those movies, than go back to the late 80′s/early 90′s to the London he shows you in the companion films “Distant Voices, Still Lives” (1988) and “The Long Day Closes” (1992).