Poor Queen Bess.

England is in disarray -- its army is gone, its navy defunct, its treasury empty and its fortresses run down. And on top of all that, her advisers want her to marry someone who looks better in a dress than she does.

That's bad news for the queen, but good news for Indian-born director Shekhar Kapur and Australian actress Cate Blanchett, both of whom got huge career boosts for their Oscar-winning depiction of the early years of the reign of Elizabeth I, the Virgin Queen.

Things are not so merry in Merry Old England as Elizabeth opens. Henry VIII has died with no male heir, leaving his throne to his eldest daughter, "Bloody Mary" Tudor, who's even more inept at producing heirs. That puts Elizabeth (Blanchett) in line to succeed her older sister.

But unlike Mary, Elizabeth is a Protestant, and Protestants were not in favor in England under Mary's rule. England is burning and Protestants are its preferred form of fuel.

Elizabeth's only way out, says her top adviser (Richard Attenborough), is to marry one of her potential foes and produce a male heir. But Bess is too enamored of handsome Robert Dudley, Earl of Leicester (Joseph Fiennes), to give either Spain or France a tumble. And therein lies the conflict that drives Elizabeth.

But Elizabeth is more than a staged history lesson: It's a sumptuous romance carried on at a breakneck pace. Every scene is carefully lit to capture the rich nuances of sunlight and shadow that make the world both an inviting place for a young princess in love and a chamber of horrors for the partisans who played roles in the founding of the modern English empire.

Blanchett deserves much of the credit. She grows in her role as did Elizabeth, starting out like a young Meryl Streep and ending like a middle-aged Bette Davis -- no mean achievement in itself. And when Elizabeth bellows "I will have one mistress here and no master," it's a shout heard 'round the world.

But Blanchett is just as good at showing Elizabeth's private anguish, as in the scene where she practices a speech to be given to the bishops: the old-boy network that's been calling for her resignation with a religious fervor. Blanchett's Elizabeth is every inch a queen, if one man shy of a virgin.

Kapur's Elizabeth does have its weak points. The cast of characters is so long, the events so involved and the historical context so complicated you might feel more comfortable watching it with a history of England text on your lap. At the same time, the Oscar-nominated musical score -- rich and compelling as it is -- often takes over the film, intruding to the point of breaking any suspension of disbelief.

But patience and close attention are rewarded: Given time, Kapur makes sense of most, if not all, the events that took place in England from 1558-1663.

And you get to watch Richard Attenborough, Joseph Fiennes and Cate Blanchett work while he does.

[ by Miles O'Dometer ]