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In his spiffy and engrossing Gosford Park, director Robert Altman gathers a group of aristocrats and servants whose lives are made up of trivial pursuits and puts together a game of Cultural Pursuit. He makes it one contest that everyone can learn and win. All you have to do is see and hear.

Keep your eyes peeled and your ears open as the guests arrive at the home of Sir William McCordle (Michael Gam- bon) and Lady Sylvia (Kristin Scott Thomas). You'll learn along with the visitors how life is lived at Gosford Park - an estate that cleaves to old-fashioned discipline to avoid confused behavior.

It's fitting that this movie has the sort of amazing cast in which a headliner like Derek Jacobi has a small part. It presents the life of Britain's landed aristocracy as a theatrical vision fleshed out by the observance of centuries-old traditions.

Of course, this being 1932, almost all the guests are frankly desperate:

Sylvia married Sir William, whose factories prospered during the Great War, for his money. Now her entire family leeches off him, including her monstrous aunt, Constance (Maggie Smith), who is petrified that Sir William will cut off her allowance, and her younger brother-in-law (Tom Hollander), who wants Sir William to invest in supplying shoes to bootless Sudanese soldiers.

Because the gathering is a shooting party and the guest list was one gun short, a bounder named Freddy (James Wilby) also has come along. He married for money and ran through it, and now is ignoring his wife and wooing the McCordles' daughter, Isobel (Camilla Rutherford), in the hope that she will persuade Sir William to set him up properly.

Meanwhile, Constance's new maid Mary (Kelly Macdonald) must navigate a highly stratified downstairs where imposing figures like the butler, Mr. Jennings (Alan Bates), the housekeeper, Mrs. Wilson (Helen Mirren), and the cook, Mrs. Croft (Eileen Atkins), serve as gatekeepers and demigods. They enforce regulations that keep the above-stairs world purring comfortably and the below-stairs grumblers in check. They set boundaries between indoor and outdoor servants, between kitchen and house staff, and of course between men and women.

Mary learns as much from a saucy head housemaid, Elsie (Emily Watson), as from her own imperious mistress:

A servant is expected to swap gossip with colleagues and report back without compromising his or her own household. A servant is expected to fill requests from bluebloods, even at personal risk, and even if they turn out to be pointless. As Mirren's deceptively businesslike Mrs. Wilson summarizes at the end, to be a servant of genius requires two things: perfecting the art of anticipation - of knowing what aristocrats want before they realize it themselves - and squelching a personal life in favor of a life lived through these high-born others.

Working from a script by Julian Fellowes (based on an idea by Altman and Bob Balaban), the director shows how the conventions of an epoch allow the wealthy class to maintain a composure that adultery - and murder - cannot shatter, as long as everyone upholds the form. When form is broken, and a bankruptcy or dalliance becomes too vulgarly apparent at the dinner table, Lady Sylvia must do something to shift the mood. Luckily, the Anglo-American movie star and London musical sensation Ivor Novello (Jeremy Northam), a cousin of Sir William's, is around to tickle the ivories and croon one of his hit tunes.

Below stairs, Mr. Jennings and Mrs. Wilson and Mrs. Croft know that running a great house and mastering the intricacies of elegance are challenging enough to harness the unruly energies of natural rebels like the mocking George (Richard E. Grant) and Watson's fiery Elsie. To Elsie goes the task of making Freddy's wife Mabel (Claudie Blakley) presentable. Mabel can't pay for servants, has brought only one dress (manufactured, not hand-sewn) and is constantly upset because of Freddy's cruel putdowns and Constance's petty insults. Glints of fellow-feeling flash across Elsie's face. So does the glint of revolt: an unspoken declaration that even as a servant, she'll never end up as undignified as this.

The pattern of the movie comes from Jean Renoir's The Rules of the Game (1939), his masterpiece about the French upper class before World War II. This picture doesn't rise to Renoir's tragicomic peaks; after the much-anticipated killing, Stephen Fry takes center-screen as an incompetent police inspector, and the film becomes overlong and repetitive. Unlike The Rules of the Game, it is, after all, a period piece, and lacks present-tense resonance and urgency.

But it's an unusually tactile and emotionally varied period piece. Altman always sets off ripples of feeling. Here you trace them circling out through a pond filled with muddied swans. We learn that Sylvia and her sister Louisa (Geraldine Somerville) cut cards to see who would marry Sir William - and this knowledge affects how we observe Sylvia, Louisa and William throughout the rest of the movie. Similarly, when we learn that Mrs. Wilson and Mrs. Croft are insanely turf-conscious, Mirren's brusqueness and Atkins' combativeness clang like cymbals.

What a relief to see a movie in which an audience responds with peals of laughter to subtle facial shifts as well as punch lines. And what a pleasure it must have been for Altman, a specialist in portraying Americans as compulsive talkers, to win laughs and heart-pangs from what isn't said.

Sometimes, the movie is most entertaining when it is most foreign. For example, the visiting servants are known by their master's names: Clive Owens' ruggedly handsome and mysterious Mr. Parks is called Mr. Stockbridge because he works for Lord Stockbridge (Charles Dance). It's a nugget of historical research that operates like a found bit of satire, summing up the underlings' subservient place. But it's also Altman's way of saying, "Look - you'll never keep everyone straight at one viewing."

So enjoy the contours and the details. See how an evening gown eroticizes Lady Sylvia's bare back. Imagine how sharply a man's collar cuts into his neck when he publicly announces that he's ruined.

The camera operates like a character in a way I haven't seen before. Altman has suggested that it takes on the servants' point of view because every scene is punctuated by a servant's exit or entrance.

But the point of view floats between the servants and the blue-bloods - much as Ivor Novello does - and accentuates the movie-ness of the movie. The hoity- toity characters resemble the glamorous figures from such swank films of the period as Dinner at Eight, and the hoi polloi recall the grittier stars of those Depression years. Clive Owen has a Gable-like confidence, and Emily Watson is the opposite of a grande dame: a great dame. Novello takes along a friend, a Hollywood producer (Bob Balaban) who is researching Charlie Chan in London. (In turn, the moviemaker has brought a highly questionable servant, amusingly played by Ryan Philippe.)

But Novello himself best expresses the democratic vitality of popular culture. When he performs, the aristocrats stifle yawns, but middle-class Mabel blooms, and the servants swoon on the stairwells or dance in the adjacent rooms.

Northam is wonderful: He even sings in a period style, clowning dapperly and lightly or crooning in an unbroken streak of poignancy. He embodies a dream of genuine class that the upper crust cannot live up to. And when he sings, he expresses the moviemakers' own desire for a lifestyle as true as it is splendid.

The theme song of Gosford Park is Novello's ballad: "The Land of Might-Have-Been."

Gosford Park

Starring Michael Gambon, Kristin Scott Thomas, Maggie Smith, Alan Bates, Helen Mirren, Eileen Atkins and Jeremy Northam

Directed by Robert Altman

Released by USA Films

Rated R (language and brief sexuality)

Running time 137 minutes

Sun score: *** 1/2

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