Sometimes history's little footnotes make for the most compelling stories. Take the strange circumstances around the 1959 death of Hollywood's greatest pre-WWII swashbuckler, Errol Flynn, whose last days are recounted with wit and a surprising dose of tenderness in the uneven indie film The Last of Robin Hood.

In Toronto to make much-needed funds by selling his yacht, Flynn was a decrepit 50, worn out by a lifetime's love affair with the bottle. Most fascinating was his choice of traveling companion - his girlfriend and occasional costar, Beverly Aadland, barely 17.

The tabloids went into overdrive: The legendary lover and lech, whose posthumous autobiography would be titled My Wicked, Wicked Ways, died in the arms of a mere babe (whom he had first bedded when she was 15).

This sorry - and equally surreal - tale reached its apogee when Aadland's stage-mother-from-Hades, Florence, sold her story to a publisher, producing the salacious The Big Love, in which she claimed to have helped engineer her daughter's sexual relationship with the star.

Kevin Kline is nothing short of brilliant as the oily Flynn, who sells his lecherous advances to Beverly (Dakota Fanning) with lines from Shakespeare. (Oh, but he's so corny and old-fashioned, Beverly complains of the Bard!)

Supported by a supremely confident Susan Sarandon as her mother, Fanning plays Beverly as a complex, deeply conflicted teenager who has missed out on her childhood, having spent most of her life preparing for a Hollywood career. Since she was barely out of diapers, Beverly was dragged by her mom through the showbiz gauntlet - acting, dancing and elocution classes, endless auditions.

Beverly was the Ivory Soap baby at six months, Florence boasts to Flynn. The girl's other big credit was an appearance in an industrial film called The Story of Nylon.

Once Flynn latches onto her (oh, he does as much latching-on as does Beverly), the girl's career takes a short-lived boost as she wins small parts in a couple of studio films. In a surreal twist, she does eventually get to star opposite Flynn in his last picture, the Fidel Castro-supported indie disaster Cuban Rebel Girls.

Fanning is terrific as Beverly, a girl who cultivates a relationship with Flynn as part of a calculated grab for fame - but who at the same time is all but undone by her earnestness and her growing love for the aging Lothario.

The Last of Robin Hood is based in part on The Big Love, which in 1991 was adapted as a play starring Tracey Ullman as Florence.

While the play's focus is the mother, The Last of Robin Hood's cowriters/codirectors Richard Glatzer and Wash West tell the story squarely from Beverly's point of view, making no secret of the tenderness they feel for her.

They also use Beverly as a case study in the growing cult of celebrity that today has transformed virtually every teenager and young adult into a celeb-crazed creature and aspiring reality star.

Yet, for all their care, and despite the brilliant performances they elicit from their stars, Glatzer and West falter when it comes to the film's scope and reach: The Last of Robin Hood feels stilted, a chamber piece for the stage rather than a dynamic piece of cinema.

The Last of Robin Hood **1/2 (out of four stars)

Directed by Richard Glatzer and Wash West. With Kevin Kline, Dakota Fanning, Susan Sarandon, Sean Flynn. Distributed by Samuel Goldwyn Films.

Running time: 1 hour, 34 mins.

Parent's guide: R (sexuality, language, smoking).

Playing at: Ritz Five.