“This is my idea of what older people dwell on later in life,” Italian director Paolo Sorrentino told Deadline today about his latest film Youtha title much like his Oscar-winning The Great Beauty that centers around accomplished men’s reflection on ‘what could have been’, but against a colorful, absurdist environment.

Sorrentino says that the movies couldn’t be more different; that Great Beauty’s nightlife-dwelling Jep is moons away from Michael Caine’s contemplative composer Fred, who is pursued by the Queen of England’s attache to perform his great classical piece “Simple Songs” for her highness. Fred dwells on life during his stay at a Swiss sanatorium alongside his heartbroken daughter (Rachel Weisz), a level-headed young actor (Paul Dano) and b.f. film director Mick (Harvey Keitel) who is prepping his last great cinematic masterpiece Life’s Last Day. Jane Fonda plays aging diva Brenda Morel who Mick pines over to star his film. We asked Sorrentino again who Fonda based her character on, and he exclaimed “I cannot tell you — she will kill me!”

Keitel and Sorrentino sat down with us today talk about the film, which has already hit a number of Cannes milestones: Not only did Youth arguably receive the longest standing ovation during the fest’s run with 10 minutes-plus, it also reps Caine’s first time on the Croisette in 50 years and Sorrentino’s sixth time here at the fest.