Beautifully photographed and set in 19th-century England, "Angels and Insects" is a Merchant-Ivory-style melodrama that is any-thing but subtle.

The film is packed with heavy-handed symbolism, from butterflies escaping their cocoons to a war between red and black ants to the flamboyant costumes worn by the actresses. But even more surprising is the amount of graphic sex and nudity on display, making the production seem like a soft-core episode of "Masterpiece Theater."

The central character is William Adamson (Mark Rylance), a shy naturalist whose occupation is a metaphor for the film's central idea, which is to turn over the rock of English sexual repression and see what dark things lurk underneath.

As the film opens, William has just returned from several years in South American jungles, where he has been collecting various insect specimens. Unfortunately, they've all been lost in a shipwreck.

So William reluctantly accepts a job from the good Rev. Harald Alabaster (Jeremy Kemp), an amateur entomologist with a vast col-lection that languishes in boxes. William is hired to inventory and chronicle the collection.

At the Alabaster home, William meets and is immediately smitten by the reverend's oldest daughter Eugenia (Patsy Kensit), though he realizes they are separated by tradition and station.

Initially he is content to worship Eugenia from afar, but when she seems to return his affection, William summons up the nerve to propose. To his surprise and delight, she accepts.

But Eugenia's erratic behavior gives him concern, and it doesn't help that her brother Edgar (Douglas Henshall) makes it clear that William is not accepted by every member.

Meanwhile, William begins a project with the Alabasters' nanny Matty (Kristin Scott Thomas), a poor relation, and they recognize a strong mutual attraction — though they try to ignore it — as well as a shared love of entomology.

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As the years pass, and William and Eugenia have several children who are as fair and golden-haired as any in the Alabaster line, William begins to suspect there is a deep, dark secret at work — and he's not quite sure how to broach the subject. And tragedy looms.

In terms of storytelling, "Angels & Insects" is quickly predictable and never veers from the obvious, and each and every character is underwritten. Still, Rylance and Thomas are very good. But Hen-shall is so sneeringly evil he could be the villain in an old-fashioned melodrama, and Kensit is man-nered and overly affected.

The cinematography and costumes are the film's main assets . . . though sitting through the film for that is not advised.

"Angels & Insects" is not rated but would probably be in NC-17 territory for full-frontal male nudity and quite a bit of graphic sex.

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