"The Profumo Affair," as it came to be known in the early '60s, was the first great sex scandal to befall modern politics, and in comparison the losses suffered more recently by Gary Hart or televangelists Jim Bakker and Jimmy Swaggert were Mickey Mouse affairs. Consider that not only did British war minister John Profumo have to resign, but also Harold Macmillan's Conservative Party was soundly defeated in the next - 1964 - election.

The names Christine Keeler, Mandy Rice-Davies and John Profumo still ring in the ears of those who were around at the time - I was in junior high school when it broke, but I remember well how shocking it all was.

And the new film "Scandal" does a surprisingly forthright job of telling the story of how it all came about in a manner that is admirably sympathetic to all parties. Still, it aims a wary eye toward the hypocrisy involved and the lack of common sense shown by free spirits who act without thinking of the consequences.

Make no mistake, however, that the R rating is well-deserved here, as the first half of the film chronicles the decadent sexual exploits and orgies indulged in by so-called "respectable society" in Great Britain during the late '50s and early '60s. There is a coldness, a genuine lack of emotion toward the sex and nudity so that it's not titillating. But there there is an abundance of it. (There is also some violence, profanity and marijuana smoking.)

The second half of the film has no such excesses as it concentrates on the consequences, developing into a riveting docudrama about how the powerful protect themselves and often seem not the least bit penitent.

The film begins with a pre-credits sequence that shows Christine Keeler (Joanne Whalley-Kilmer) on the steps of the court being overwhelmed by newshounds, then tells the story chronologically, beginning with the meeting of Keeler and her Svengali, Stephen Ward (John Hurt).

Dr. Ward, an osteopath, takes this bleached-blond chorus girl out of the dingy nightclub where she works and moves her into his apartment, has her return to her own brunette hair-color, tosses away her false eyelashes and tones down the '50s-'60s piled-on makeup so that her natural beauty shows through. He then introduces her to all the "right people," a sector of upper-crust society that he says requires you to be either "beautiful or rich." He also introduces her to the underground nightclub circuit where black musicians gather and marijuana is freely used.

Ward and Keeler have a loving though platonic relationship, and as she begins sexual liaisons with powerful politicians - particularly Profumo (Ian McKellen) and a Russian naval attache (Jeroen Krabbe) - she regales him with intimate stories. In the film, Ward is a gossip and a climber, but with no interest in doing any harm to anyone, particularly his government. He finds Keeler's trysts with both the minister of war and a Russian officer "delicious," but naively fails to see the further implications that eventually lead to his downfall.

Ward, the film postulates, took the fall for the affair because Keeler began telling all to the press after Ward dumped her when she caused him some embarrassment. As Keeler's story began implicating Profumo and others, the powers that be needed a scapegoat, and Ward was the most likely suspect, the theory being the scandal could be shifted from government officials to someone less respected, someone who was not even "a real doctor."

The performances are superb, particularly John Hurt as Ward, who is shown to have no malice whatsoever, but who is portrayed by the government as a user who exploited "party girls" for his own purposes. Joanne Whalley-Kilmer is also excellent as Keeler, played as aimless and naive and ultimately easily manipulated by the press. And comic relief comes from Bridget Fonda (daughter of Peter) as Mandy Rice-Davies, Keeler's best friend, and, according to the notes at the end of the film, the only one who came out of the scandal not only unscathed but ahead of the game.