LONDON (AP) – Sir Ben Kingsley has clothed himself in the roles of Jewish bookkeeper, Iranian colonel, brutal British gangster – and Gandhi.

But the Academy Award-winning actor wanted to remove disguises and make himself vulnerable to portray professor and culture critic David Kepesh, who falls in love – and apart – in "Elegy'', an adaptation of Pulitzer Prize-winning author Philip Roth's novel "The Dying Man''.

He asked to play 62-year-old Kepesh in his own voice, with his classic British accent. He picked clothes that both David Kepesh and Ben Kingsley could wear.

"I wanted me to feel that there was no hiding place. It was a removal of layers rather than an adding of layers," Sir Ben said in a recent interview.

Sir Ben, 64, plays the charismatic professor whose self-assured lifetime of shunning commitment falls apart when he meets 24-year-old grad student Consuela Castillo, played by Penelope Cruz. Through jealousy and obsession, love and fear, lust and death, the actors displayed a vulnerability that left Spanish director Isabel Coixet in tears during filming. Sir Ben credits Coixet and her "very searching camera" with allowing the actors to feel safe. Coixet – whose work includes "My Life Without Me" starring Sarah Polley and "The Secret Life of Words" – shot "Elegy" herself, accompanied behind the lens by Director of Photography Jean-Claude Larrieu.

"Between 'action' and 'cut', we were in a very protected private space in which we could be really vulnerable to each other," Sir Ben said. "There were very gratifying moments when she would emerge from behind the camera in tears, saying in a very quiet voice, 'I don't want to do another take'."

Meanwhile, Sir Ben said he was "tingling with joy" when he nailed down Kepesh's character in a crucial scene.

"I know what he's looking at! He's terrified of intimacy and he knows, 'If I take one step further, I'm going to die in her arms'. I got him!"' he recalled thinking.

Kepesh is looking into his own abyss – "with two glasses of brandy and a pretty girl," said Sir Ben, laughing. "He has dodged mortality by having all these affairs. But for him to really commit is to commit to death.

"And in a sense, quite beautifully, I suppose it's true. When you truly see somebody with whom you are overjoyed at spending the rest of your life, with whom you can see a great journey, the end of that journey is death," he said. "So in a sense, you're looking at your own mortality."

Sir Ben is accompanied by an impressive cast of searching characters in "Elegy'', all interwoven through David Kepesh, who "really is on the cross at some points," Sir Ben said.

Cruz's Consuela is a young woman beginning to discover the power of her beauty but unaware that its strength can make her appear emotionally impenetrable.

Dennis Hopper plays Kepesh's closest friend, George O'Hearn, a poet and a comrade in extramarital flirtation who gives an outer voice to much of the succinct monologue in Roth's novel, telling Sir Ben that "beautiful women are invisible''.

Peter Sarsgaard plays Kepesh's son, who despises his father for walking out on the family but desperately seeks his advice when he, too, falls into infidelity. Patricia Clarkson portrays Kepesh's long-term occasional girlfriend, whose comfort in their sexual friendship is challenged by his discovery of something deeper.

Sir Ben currently has roles in five box office movies, including as a bong-toking psychiatrist in "The Wackness'', a severely cross-eyed Indian guru in Mike Myers' "The Love Guru" and a Russian police officer in "Transsiberian''.

He has also been shooting Martin Scorsese's upcoming "Shutter Island''.

He said he always offers a lot of himself in any role, but often depended more on empathy than on personal experience.

"I did a film called 'Sexy Beast' and I do know that that is my anger in the film. You can't invent this. I know that in 'Schindler's List', that's my revulsion, an incomprehension that this could be happening to human beings. I know that in 'House of Sand and Fog', that is my perception of how a man should look after his family," he said. "The buck does have to stop here sooner or later."

A common thread remains Shakespeare, and Sir Ben called the playwright his "mythological touchstone" and an ever-present framework for his imagination.

"If I were really fortunate, then I would be born into some mythology," Sir Ben said, citing "the same beautiful story" of India's gods, dances and worship that has been alive for thousands of years. "British mythology is struggling," Sir Ben said, "but we can enter into Shakespeare's world and by his miracle and the language, through him we can be back in ancient Britain." Sir Ben touched on this Indian mythology with his Oscar-winning turn in "Gandhi'', a movie that the actor has called the last of the great epics. He noted that 400,000 people attended the recreation of Gandhi's funeral and that no human being was computer-generated in the film.

"I worry about CGI when it tries to replace the actor's human experience," Sir Ben said. "If I was to play Napoleon and they said, 'Don't worry, we're going to CGI your army behind you', I'd say 'No you won't'."

Sir Ben said he would play Napoleon, but in exile. It would be yet another study of a character journeying into abandon.

"I'm rather fascinated by how greatness lets go, how men let go. Kepesh lets go, of the whole architectured existence, and he demolishes it," he said. "The journey is what attracts me. How a man changes."