Although not as freewheeling as Jane Campion in The Portrait of a Lady, Softley endeavors to cut through James's exquisite convolutions and ambiguities to the bare essentials of this tale of love, mortality, and the many shades of betrayal while at same time filling the screen with lush sets, costumes, and cinematography as dense as the author's prose. To be faithful to the James's relentless subjectivity would have been fatal; he's a creator not of scenes so much as of the ineffable labyrinths of consciousness, intent, and points of view behind the scenes -- the failure of his stage career demonstrated his incapacity for working otherwise.

The challenge for the filmmaker is to make the succulent, endlessly investigated abstractions concrete, and also to compress not so much the narrative as the psychology. Softley and screenwriter Hossein Amini do so with almost ruthless effectiveness. It's the best adaptation of James on screen since William Wyler's The Heiress in 1949. As with that film, which fit Washington Square neatly into the conventions of melodrama, Softley's acknowledged intent here is to translate the novel into another movie genre, film noir.

If Softley is right (though the cinematography is umbrous, I think it's still mostly melodrama), then the femme fatale of this noir -- at least initially -- is the tyrannical, socially eminent Maud Lowder (Charlotte Rampling in a fair imitation of the Evil Queen in Sleeping Beauty). Kate's aunt, she's been her patroness since the death of Kate's mother and the bankruptcy and dissolution of her father (Michael Gambon in a small but resonant role). Although generous, she is also unyielding in her wish that Kate marry well. That excludes Merton, who scribbles for a pittance for a muckraking journal and attends the occasional socialist meeting. Forbidden to see Merton under the threat of being disowned, Kate withdraws in order to "wait."

Her waiting bears fruit in the form of Milly Theale (an alternately bland and Pre-Raphaelite Alison Elliott), a beautiful American with lots of money and not much time to live. Milly takes a shine to Kate, and more so to Merton. An evil idea comes to Kate: why not have Merton woo Milly and inherit her money?

It's a deadly scheme, the more so because it mixes self-interest with altruism -- both Kate and Merton genuinely love the brave and sweet-natured visitor. Shaking off Aunt Maud (so much for the femme fatale, and neither does Kate replace her), the three head to Venice and the illusion of freedom. For Softley, the freedom is real, as he transforms into a shimmering, dark-edged surface the depths of James's exploration of this triangle's expanding deceits, jealousies, self-deceptions, and self-sacrifices.

For that he can thank his cast, especially Bonham Carter, whom he serves with unblinking close-ups. She's both harder-edged and more emotionally refined than in any previous performance. One only wishes she had been cast as Milly; Elliott is vivid and expressive, but she's too damned healthy looking -- her enigmatic presence, which is at the heart of the novel, is pushed to the side. Pushed to the forefront, though, are the lush settings, which Softley employs to mirror his characters' inner turmoil. Part of his method is alluding to artists of the period with mostly rapturous effect. True, placing a scene in a gallery full of Gustav Klimt paintings is a bit much, but a carnival in which Kate's plot tumultuously succeeds and backfires revels in John Singer Sargent's moody lighting and sweeping compositions.

When death comes at last, it's in the form of a woman in black, glimpsed out of the corner of the eye, crossing a delicate bridge over a Venetian canal. It's enough to reverse the plans of all, revealing both their venality and their virtue. In The Wings of the Dove, neither good nor bad intentions go unpunished; in Softley's version, at least the artistic intentions are rewarded.

With her short hair and casual sweater and skirt, she could be ready for a night out at Axis or the Middle East. She's still actress-beautiful, but you wouldn't guess that Helena Bonham Carter has made a career out of roles in cinematic adaptations of Shakespeare (Ophelia in the Zeffirelli Hamlet, Olivia in last year's Twelfth Night) and E.M. Forster (Lucy in A Room with a View, Caroline in Where Angels Fear To Tread, Helen in Howards End). She does contemporary, too -- Woody Allen's faithful wife in Mighty Aphrodite, for example. Yet as '90s -- 1990s -- as she looks, there's a poise and grace about her, as she pours out another cup of tea in her sitting room at the Lenox Hotel, that explains why directors keep coming back to her for roles like Kate Croy in The Wings of the Dove.

She's so immersed in James's sensibility, it's hard to believe she didn't read the entire book. "I made it through about two-thirds of it. I gleaned the atmosphere and the characters and the nature of their relationships and the way they talk to each other, which is so torturous -- it's the way they don't say what can't be said." Which, of course, is what James is about -- the plot is secondary. For the record, Linus Roache (who plays Merton Densher) didn't even attempt the book, and Christopher Eccleston, who had the title role in last year's Jude, made a point of not reading the Hardy novel because, like Roache, he wanted to concentrate on Hossein Amini's screenplay. And Amini? "He did read it," Bonham Carter confirms. "Well, he told me he read it. But he put it aside pretty quickly. I think he felt that the only way to adapt it was in an incredibly free -- but not disrespectful -- way. More `inspired by' than faithful. But the bones of the story are there, and the characters, and I hope the ambiguity and the complexity."

Indeed, Kate Croy is even more ambiguous and complex than Bonham Carter's largely sympathetic Forster heroines. "I didn't want audiences to like her, I wanted them to have a complex reaction, feel contradictory toward her. In a way I wanted her to be as honest [to the book] as possible, there's a brazenness about her, when she lies to Milly, it's outrageous." She seems to have succeeded. "One person said to me, "Well, I thought I liked your character, but by the end I didn't. But I still cared."

Then there's the celebrated nude scene -- nudity in a Henry James film? But Bonham Carter has a plausible explanation. "I think what the filmmakers wanted was just the one scene where everything is laid down and where Kate and Merton have to face each other with literally a naked honesty. And that's where she's the most courageous, because she asks the question even though she knows the answer, but there's no other way forward. Other people might just carry on, and it would be a dreadfully unhappy marriage. But Kate -- by the end she does live by truth. And there is a sort of redemption in that."

Even more controversial might be the final scene. In the book, Kate walks out on Merton, saying, "We shall never be again as we were." In the film Merton returns to Venice, to live on Milly's money and Milly's memory. "That was a disputed scene. This is a film that had a different ending every week. There was one in which Merton plays football with young people while Milly watches. We wanted to have some hope. It was always just a coda."