Playing less fast and loose with history than Philippa Gregory's novel, "The Other Boleyn Girl" is a sexy, good-looking political bodice-ripper.

Playing less fast and loose with history than Philippa Gregory’s novel, “The Other Boleyn Girl” is a sexy, good-looking political bodice-ripper with an almost flawless cast at the top of its game. With a straight-arrow script by Peter Morgan (“The Queen”) and smooth direction by Brit TV helmer Justin Chadwick (“Bleak House”), pic has the feel of an Old Hollywood studio costumer freshened up with contempo technique and acting styles. Tip-top cast, led by Eric Bana and Scarlett Johansson as Henry VIII and Mary Boleyn, could make this score beyond upscale auds with aggressive promotion and good reviews.

Gregory’s 2002 bestseller was previously made into a British telepic of the same title in 2003. Present item has none of the raggedy, low-budget feel of that partly improvised work, and scripter Morgan (who wrote the 2003 miniseries “Henry VIII”) seems utterly at ease with the characters here.

Morgan manages the difficult trick of making the narrative crystal-clear without dumbing down the actual material. By eliminating many of the more fanciful potboiler elements in Gregory’s novel, the script simplifies the tangled web of 16th-century Tudor court intrigues into a clean, fast-moving yarn that’s both highly cinematic and immediately engaging at a character level.

After sketching the idyllic country childhood of sisters Mary and Anne Boleyn, pic jumps straight to the marriage of the shy, elder Mary (Johansson) to the son of a merchant family (Benedict Cumberbatch). For the much more knowing, ambitious Anne (Natalie Portman), her father, Sir Thomas Boleyn (Mark Rylance), has bigger plans to advance the family’s standing, despite the reservations of his wife, Elizabeth (Kristin Scott Thomas).

Urged on by his brother-in-law, the Duke of Norfolk (David Morrissey), and noting how Henry VIII’s current wife, Catherine of Aragon (Ana Torrent), has failed to produce a male heir, Sir Thomas invites the king for a hunting visit and orders Anne to “bewitch” the monarch and become his mistress. Alas, the plan backfires and Henry falls for Mary instead. Sir Thomas & Co. quickly switch to Plan B, in which Mary takes Anne’s place, with the endorsement of her milquetoast husband.

Invited to the king’s court as a lady-in-waiting, Mary is frostily received by the dignified Catherine and accompanied by a pissed-off Anne. In a beautifully calibrated bedroom scene between Mary and Henry that’s marbled with genuine tenderness and sexual frissons, the two become lovers, to the delight of Sir Thomas and Norfolk. In a tantrum, Anne elopes with a nobody (Oliver Coleman), but is quickly packed off to France by her father to teach her a lesson.

Swept along by a rich score by Paul Cantelon (“The Diving Bell and the Butterfly”), and costumed by Derek Jarman/Neil Jordan alum Sandy Powell in fabric heavy on blues, reds and golds, pic sets a rich stage for the second half, signaled by Anne’s return from temporary exile in Gaul. Confidently garbed in a dazzling green gown that immediately contrasts with the pic’s color scheme, Anne teases, taunts and flirts outrageously with Henry, driving a wedge between him and her sister and prepping the narrative for a fast-moving final act of plot reversals and rolling heads.

With the flashier role and some of the sharpest lines, Portman’s Anne dominates more of the early going than seems dramatically right for a movie whose title refers to the lesser-known sister. But at the end of the day, Johansson’s quieter Mary comes through as the pic’s emotional center, her tender love story with the conflicted monarch evoking the only genuine feelings on display.Johansson’s slow-burning perf is a model of restraint, her Mary trying to make emotional sense of an environment in which marriage is simply a political and social commodity. She’s nicely contrasted by the sheer physical presence of Bana’s moody, virile Henry, who’ll finally do anything — even cut off England from the Catholic Church — to produce a male heir.

Though she has the lynx-like eyes and ambition down pat, Portman doesn’t quite bring the necessary heft to make Anne a truly dominant power player, partly because she seems the least comfortable of the three non-Brit leads acting with acquired English accents.

Rest of the cast is aces, with Scott Thomas investing every syllable of her dialogue with extra resonance, Morrissey a powerful dramatic presence as the villainous Norfolk and Rylance cleverly playing Sir Thomas’ scheming in an unexpectedly low key. Spanish thesp Torrent brings an impressive dignity to her few scenes to the tragically sidelined Catherine of Aragon.

Historical locations in Blighty blend seamlessly with production designer John-Paul Kelly’s studio sets to create a convincing Tudor England.

The Other Boleyn Girl

U.K.-U.S.

Production

A Sony Pictures Entertainment (in North America)/Focus Features (international) release of a Universal Pictures Intl., Columbia Pictures (U.S.) presentation, in association with BBC Films and Relativity Media, of a Ruby Films (U.K.)/Scott Rudin (U.S.) production. Produced by Alison Owen. Executive producers, Rudin, David M. Thompson. Co-producer, Mark Cooper. Directed by Justin Chadwick. Screenplay, Peter Morgan, based on the 2002 novel by Philippa Gregory.

Crew

Camera (Deluxe color prints, HD-to-35mm), Kieran McGuigan; editors, Carol Littleton, Paul Knight; music, Paul Cantelon; production designer, John-Paul Kelly; supervising art director, David Allday; costume designer, Sandy Powell; sound (Dolby Digital/SDDS/DTS Digital), John Midgley; sound designer, Julian Slater; special effects supervisor, Stuart Brisdon; associate producer, Faye Ward; assistant director, Deborah Saban; casting, Karen Lindsay-Stewart. Reviewed at Berlin Film Festival (noncompeting), Feb. 15, 2008. Running time: 115 MIN.

Cast

Anne Boleyn - Natalie Portman Mary Boleyn - Scarlett Johansson Henry VIII - Eric Bana Duke of Norfolk - David Morrissey Lady Elizabeth - Kristin Scott Thomas Sir Thomas Boleyn - Mark Rylance George Boleyn - Jim Sturgess William Stafford - Eddie Redmayne William Carey - Benedict Cumberbatch Jane Parker - Juno Temple Catherine of Aragon - Ana Torrent Henry Percy - Oliver Coleman

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