Elizabeth I took an England deeply in debt and susceptible to its enemies and transformed it into Europe's richest and most powerful country. Her achievements are even more remarkable when one considers that she was lucky to be alive, much less ruling. As depicted in director Shekhar Kapur's Elizabeth, the ruling classes of Merry Olde England come across as gangsters with frilled collars.

After inheriting the throne from her half-sister Bloody Mary (Kathy Burke), the Virgin Queen (Cate Blanchett) finds her rule and her homeland surrounded by potential enemies like France and Spain. To add to the peril, the Catholic Church has excommunicated her and called for her overthrow. What's more, the powerful Duke of Norfolk (Christopher Eccleston) covets the throne for himself.

Her allies aren't much help. Sir William Cecil (Sir Richard Attenborough) is well-meaning but gives lousy advice. Robert Dudley, the Earl of Leicester (Joseph Fiennes) may be the apple of the queen's eye, but he's far from trustworthy. To survive, Elizabeth must trust her instincts and the shady secret agent Sir Francis Walsingham (played with creepy precision by Geoffrey Rush from Shine).

Kapur (Bandit Queen) presents the intrigue with a ferocious energy. His stylized visuals (lots of quick MTV-style cutting, flashes of light and serpentine camerawork) can be off-putting at first. Nonetheless, as the film progresses, the stalker's-eye-view images load Elizabeth with tension. To add to the impact, Kapur and writer Michael Hirst use the feud between Catholics and Protestants as an effective metaphor for current holy wars. One can see the bloodshed in Bosnia or the Middle East reflected on the screen.

While Kapur does a fine job of making a historical film relevant to today's world, the anchor of Elizabeth is Blanchett. With the possible exception of Cecil, all the characters are backbiting and ruthless. Blanchett (Oscar and Lucinda) imbues the queen with a vulnerability that makes her sympathetic. It's easy to root for her as she slowly discovers how to outwit the devious men who try to dominate her.

The rest of the cast is excellent, and even minor characters like Mary of Guise (slyly played by veteran French actress Fanny Ardant) are vividly etched. Still, it's Blanchett who commands attention and who makes the audience care. Through the chilly Godfather-like conclusion, Elizabeth has the same opulent costumes and sets that most period flicks offer. But there's an unsettling edge that makes the film more than a pretty history lesson. (R) Rating: 9

© 1998 Gramercy Pictures, used by permission.