The Other Boleyn Girl (PG-13, 2008)

Based on the best-selling novel by Philippa Gregory, THE OTHER BOLEYN GIRL is a not-so-faithful retelling of how the rivalry between sisters Anne (Natalie Portman) and Mary Boleyn (Scarlett Johansson) changed the course of history. Encouraged by her ambitious uncle and eager-to-please father, Anne accepts her mission to become King Henry VIII's (Eric Bana) mistress and bear him a son -- a feat that has escaped the reigning queen. Instead, the monarch falls for Anne's sister, Mary; soon, Anne is relegated to second-fiddle status. But when Mary falls out of Henry's favor, Anne again takes on her seductive task. And time away from the king has made her a shrewd girl: Thirsting for revenge, she flirts with Henry but withholds sex -- driving him mad with desire -- and demands that he annul his marriage to Catherine of Aragon and make her his queen. (She's a Rules girl playing a high-stakes game.) His acquiescence means excommunication from the Catholic Church, which causes a huge uproar. And if Anne can't provide the promised male heir, it may well cost her her life.

A lushly photographed, beautifully costumed feast for the eyes, The Other Boleyn Girl reveals the machinations of power-hungry men and women in the Tudor court. (It's a popular subject; Showtime has dedicated an entire TV series to it.). The cast is superb, the set design exact. Still, history buffs are bound to wince at the liberties the film takes with the facts, as well as how it speeds through huge swaths of time (the first half-hour feels particularly herky-jerky). And though screenwriter Peter Morgan's script bears the mark of a true professional -- he also wrote Helen Mirren's The Queen -- the dialogue is burdened in spots by too much explication.

But despite its flaws, the film resonates, thanks to its stars. Johansson one-ups her performance in Girl with a Pearl Earring, which proved she had a face for period pieces, and turns in a surprisingly nuanced performance. And Portman proves she's not just a good girl by attacking her villainess role in earnest; she's conniving, manipulative, and dedicated to ambition at any cost. But in the end, she's all too human, especially when her happiness is denied just as easily as the king's is indulged.

Studio: Focus Features
Director: Justin Chadwick
Cast: Eric Bana, Natalie Portman, Scarlett Johansson
Genre: Drama
Run time: 114 minutes
Theatrical release: February 28, 2008
DVD release: June 9, 2008
MPAA Rating: PG-13
MPAA explanation: mature thematic elements, sexual content and some violent images.