NEW YORK -- "It's the revenge of the colonials," laughs Shekhar Kapur, director of Elizabeth, the new film biography of Britain's Elizabeth I, the monarch whose reign marked the rise of Imperial England. Here, Elizabeth and her trusted adviser Sir Francis Walsingham are played by Cate Blanchett (Oscar and Lucinda) and Geoffrey Rush (Shine), two natives of Britain's former penal colony, Australia. Kapur himself is from India, and this is his first English-language film.

"I am the last person in the world who should be directing Elizabeth," marvels the Bollywood filmmaker, who was approached by Elizabeth producer Tim Bevan. "To ask an Indian who knows nothing about British history to make a film about a British icon. It was such a mad thing, I just had to do it."

Kapur, who's best known in the West for his controversial 1994 film The Bandit Queen (another tale of a real-life, fiercely independent woman warrior, the Indian outlaw folk heroine Phoolan Devi), is no stranger to impulsive decisions. He says, "I cast Cate Blanchett after seeing the preview for Oscar and Lucinda." Not the whole film, just the trailer.

Similarly, he knew he wanted Rush, and though the actor had already declined because he didn't want to do another period piece, Kapur flew to the set of Les Misérables to persuade him otherwise. Meeting the Bandit Queen director, Rush says he thought that "Shekhar, being from Bombay, probably lived in an environment much closer to the vitality of life in Elizabethan England. More spiritual, more passionate, more fervent about his beliefs. And I thought, `Well, this is going to be really interesting.' "

If the producers expected an irreverent approach to a historical film from their unorthodox director and cast, they got their wish. "I never wanted to do a traditional English period film," says Kapur. "I've turned the period film on its head. I've made a contemporary film out of a 16th-century life. It's a story about love and survival."

Part of that irreverence meant an Oliver Stone-like stance toward the facts. "We've played fast and loose with history," acknowledges Christopher Eccleston (Jude, Shallow Grave), who plays Elizabeth's chief adversary, the Duke of Norfolk. "Things have been condensed. Characters have been condensed. Events have been shuffled around."

"It is not at all historically accurate," says Blanchett, unapologetically. "We wanted to explore much more personal things than the historical facts of her life. We're exploring the boundaries between love and duty, as this young girl, who ascends the throne at 25, stabilizes the country. It's terrifying what she had to wrench out of her heart in order to take on public responsibility."

Among those personal things is Elizabeth's relationship with Robert Dudley, Earl of Leicester (Joseph Fiennes), a relationship that the film posits was sexual. That interpretation has already angered British historians devoted to the image Elizabeth created for herself as the "Virgin Queen." (Elizabeth never married or had children, but some believe she had an affair decades later with Dudley's stepson Robert Devereux, the Earl of Essex.) "How do they know she didn't [have an affair with Dudley]?" insists Kapur. He calls the "Virgin Queen" image a monumental "case of spin control."

Some of that spin meant demonizing her enemies, such as Norfolk, who may have believed he was saving the soul of Catholic England by plotting against the Protestant queen. Notes Eccleston, "History is written by the winners, and anything I was going to read about Norfolk was going to be written by Elizabeth's historians. I tried to reverse that, slightly. On my first reading of the script, I felt he was a pantomime villain, and I spoke at length with Shekhar about giving him some humanity. The more multifaceted the people Elizabeth is waging war against, the greater her achievement. I tried to give him some principles and convictions. He actually believes what he's doing is right. A man as powerful as that needed to have some political acumen and some feeling for his country."

Still, Eccleston's Norfolk winds up on the chopping block. "I have the plastic head," enthuses Eccleston. "It's hidden away in a cupboard. Nobody's come near my house since I got it. My dad dragged it out once and put a cap on it and a scarf around it."