When Laura Henderson's husband dies, Laura does what any upscale Depression-era English widow would do. She buys a rundown theater in London's West End and puts on nude revues.

OK, it's not quite that simple, though director Stephen Frears (High Fidelity, Dirty Pretty Things) and screenwriter Martin Sherman sometimes make you think so in Mrs. Henderson Presents, a modest, fact-based film that went on to win 20 award nominations, including two for Oscars.

Henderson (Dame Judi Dench) is clearly uncomfortable as a widow. "I have to smile at everyone," she tells a friend. "I never had to smile at everyone before. In India, there were always people to look down upon."

Her friends offer her a number of socially acceptable pastimes: hobbies, committees, helping the poor. But none of them seems quite right for Henderson, a strong-willed woman with a talent for making up reality as she goes along. So it comes as no surprise when, stuck in traffic one day, she sees an old theater for sale and buys it, even though she has no idea what she's going to do with it.

She soon solves that problem by hiring Vivian Van Damm, a theater manager with a reputation for being as pigheaded and prickly as the widow herself, played by one of England's prickliest actors, Bob Hoskins. Together, Henderson and Van Damm put on a show that delights all of London.

Or they do for a time. Just months later, the Windmill Theatre is gasping for air. And then it happens. (Yes, so far everyone has kept their clothes on, which in the case of Dench and Hoskins is a very good idea.) Henderson proposes putting on nude shows: an idea that does not resonate well with Lord Cromer (Christopher Guest), the man charged with maintaining London's high moral standards.

But Henderson comes prepared this time. She cuts a deal: Her nudes will appear only as tableaus of great works of art. And what can be wrong with art? Still, Cromer is reluctant. "You're thinking bosom, but I'm thinking breasts," he tells her.

Van Damm is less subtle. "We need British nipples," he tells his right-hand man, Bertie (Will Young) as the auditions proceed with desirable but not the desired results. And so Van Damm and Bertie set off across the British countryside, knowing exactly what they're looking for without a hint of a notion of how to find it.

But ultimately it's Dench, not nipples, that carries Mrs. Henderson Presents. Of the 20 award nominations for the film received, Dench garnered seven, including nominations for an Oscar, a Golden Globe and a SAG award.

Dench gets all the best dialogue -- "Truth is so prosaic," she intones at one point; "Never interrupt a good argument," she scolds at another -- and she delivers it with a low-key zeal befitting her station in life. Dench may be in her 70s, but there's a gleam in her eye that's wonderful to watch, and she uses it like a lightsaber in Mrs. Henderson Presents.

Unfortunately, the rest of the film can't quite keep up with her. Sure, it's got great sets, ripping dialogue, Oscar-nominated costume designs and wonderful production numbers -- though one less chorus of "Goody, Goody" might have been a good thing -- and its period alone -- the Depression, followed by the London Blitz -- provide lots of dramatic background.

But somewhere deep in the script something is missing -- a common conflict, perhaps, one that can better drive the story line. Many of the events in Mrs. Henderson just seem to happen. Where does the idea of nude reviews come from? And is the attraction/repulsion relationship between Henderson and Van Damm ever really made believable?

Nearly as problematic, at least in one critic's eyes, is the performance by Hoskins, the British Danny DeVito, who seemed more at home as prosperous English gangster Harold Shand in The Long Good Friday or the thuggish George in Mona Lisa than he does here playing against type as the frustrated-but-generally-under-control theater manager.

Still, Mrs. Henderson has history on its side. And great dialogue. And wonderful costumes. And ultimately, Dench. And, as Rodgers & Hammerstein would be quick to remind us: "There is nothing like a dame."

A great film, no. But a very, very, very, very, very good film? You betcha.