Director Iain Softley and screenwriter Hossein Amini have taken a calculated risk with their adaptation of the Henry James novel "The Wings of the Dove," making the villainous society girl Kate Croy more of a sympathetic character than as written by James.

The move has definitely paid off, though, and as a result, the film is richer and more slowly engrossing. And unlike the source material, it's not so black and white in its portrayal of romance among the social classes in early 20th-century England.

It also helps that Softley wisely cast Helena Bonham Carter to play Kate, who is torn between her newfound wealth and her lower-class journalist lover, Merton Densher (Linus Roache). While Kate is madly in love with Merton, her benefactor, snobbish Aunt Maude (Charlotte Rampling), forbids her to mingle with the less fortunate, and instead tries to pair her with Lord Mark (Alex Jennings).

Enter Millie Theale (Alison Elliott, from "The Spitfire Grill"), an American heiress who befriends Kate and who is smitten with Merton. When Kate accidentally discovers that Millie has a fatal illness, she schemes to have Merton romance the dying girl, believing he will inherit her millions and can then marry his longtime love.

And though he is initially repulsed by the plan, Merton decides to go along with it out of desperation, only to find himself falling in love with Millie as the two explore the canals of Venice. Meanwhile, Kate becomes increasingly jealous and plans to sabotage their budding romance.

Softley ("Hackers") does a marvelous job of giving things the grand, gorgeous look of a Merchant-Ivory production. He also lets scenes unfold slowly, with a natural pace that makes them even more believable.

His leads are terrific as well, especially Carter, who gives a multilayered performance that is certain to garner some Oscar consideration. But Elliott is almost as good, making her guileless character almost heartbreakingly sweet.

One area where Softley does misfire is in his modernistic depiction of sex. In particular, there's a pretty explicit sexual encounter between Carter and Roache that seems awfully out of place with the rest of the film's restrained tone.

"The Wings of the Dove" is rated R for some full female nudity and two sex scenes.