-Milly Theale

It was an age of sincerity. Set in Europe in 1910, THE WINGS OF THE DOVE, based on the Henry James novel, relates a tale of people who are utterly sincere, albeit only on the surface. Below their placidfacades they seethe with repressed emotions and hatch elaborate plots against one another.

"I don't believe in any of the things I write about," confesses journalist Merton Densher, played earnestly by Linus Roache from PRIEST. "I fake passion. I fake conviction."

When Merton asks his girlfriend Kate Croy, played with all the complexity the part demands by that veteran of costume drama Helena Bonham Carter, to spend the night, she refuses and explains why. "I'd be penniless -- cast out of society," she tells him because her rich aunt, played with aristocratic disdain by Charlotte Rampling, would cut her off and throw her out.

Director Iain Softley, whose only other films are the mediocre BACKBEAT and the painfully unwatchable HACKERS, succeeds marvelously this time. "Three's a charm" as they say. But with top-notch actors and a timeless story, he would have had to work hard to make it otherwise.

If the movie sounds like Martin Scorsese's award winning THE AGE OF INNOCENCE, it should. The time period and the study of restrainedresponses are similar, which is not to say the results are the same. Scorsese's characters are untapped volcanoes, never erupting but always on the verge. In contrast, as good as Softley's presentation is, and it is quite good, his actors smolder rather than burn beneath their calm exterior. Never in THE WINGS OF THE DOVE does a character seem truly in danger of an unchecked explosion.

Any lack of perfection in the direction is more than made up by the other members of the film's crew. THE ENGLISH PATIENT's Academy Award winning composer Gabriel Yared provides an abundance of dramatic music to punctuate almost every scene. JUDE's cinematographer Eduardo Serra gives the film a strikingly handsome look. And most of all, John Beard's sets are nothing short of breathtaking. Venice has never been more lovely. From the canals lit by gondolas carrying torches to the side streets and alleyways during a festival, the city has a heavenly appearance.

The heart of the story is a love triangle between Merton, Kate, and a rich but sick American heiress, Milly Theale, played delicately by Alison Elliott from THE SPITFIRE GRILL. The triangle involves love, money, and deception. Another character, Lord Mark (Alex Jennings), tries unsuccessfully to create his own triangle with Kate and Milly.

The excellent, but largely forgotten, actress Elizabeth McGovern plays Milly's friend and traveling companion Susan. McGovern, from her first film, the brilliant and devastating ORDINARY PEOPLE, has brought something special to any character she has played, but her career has never taken off. Her all too small part in THE WINGS OF THE DOVE is unlikely change this.

"You don't understand me, and I don't understand you," complains Merton to his true love Kate. The entire age was like that. People avoided revealing themselves which guaranteed them little hope of being understood. The picture's fascination comes from watching people in torment over these social constraints.

THE WINGS OF THE DOVE runs 1:41. It is rated R for some sex and nudity. The movie would be fine for teenagers. I strongly recommend this moving story to you and give it *** 1/2.