`PAINTED VEIL' CLEARLY REVEALS HEART.

Byline: Bob Strauss Film Critic

W. Somerset Maugham is generally considered one of the best second-rate English novelists. I'll subscribe to that theory, since it can be translated as he's very good fun to read without insulting one's intelligence.

And as we all know, better movies tend to get made from not-so-great prose than from really good literature. In Maugham's case, ``Of Human Bondage'' and the short story ``Rain'' have proven the point several times on screen.

Now add to the list of Maugham-made-better movies the latest adaptation of his 1925 novel, ``The Painted Veil.'' Though somewhat more uplifting than the old romantic cynic may have liked, the film otherwise expands on and smartly integrates elements Maugham failed to fully work out on the page.

And as a study of a bad marriage redeemed by cussed circumstance and real individual growth, this couldn't be a more faithful homage to the author's finely tuned understanding of character and relationships.

Starring a spectacularly emotional Naomi Watts and a controlled yet persuasively seething Edward Norton and shot in a gorgeous, remote section of China's Guangxi Province, the movie has a languid sensuality tempered by the kind of threadbare propriety the British are so good at keeping up. Especially when they're in a totally alien land.

Watts' Kitty is a flapper whose indifference to her snooty family's pressure to marry well has gone on a little too long. Desperate to get away from them more than to wed, she agrees to the passionless proposal of shy bacteriologist Walter (Norton), who has a posting in exotic, faraway Shanghai.

Unimpressed by her husband's polite lovemaking, Kitty falls into a torrid affair with a British diplomat (Liev Schreiber) in the Chinese city. Furious -- in an ever so well-behaved way, of course -- Walter gives Kitty the choice of a scandalous divorce or accompanying him to the village of Mei-tan-fu, where he's going to combat a cholera outbreak. She's backed into choosing the latter option, even if her husband's clear desire is for her to contract the deadly disease.

Once inland, Walter continues his mental torture of Kitty while trying to impose his scientific Western help on the uncooperative locals. His wife almost breaks, but just in time discovers that she can, however awkwardly, do some good at the village orphanage. Slowly, Walter realizes that his unfaithful party girl may possess some substance after all, while his hatred reveals deep feelings that his impeccable manners had disguised.

Director John Curran and screenwriter Ron Nyswaner (``Philadelphia''), along with producer-star Norton, make sure to play up China's cultural and political turmoil at the time. And they all do a nice job of setting Walter up as a committed humanitarian who just can't shake his natural sense of colonial superiority any easier than he can his formal behavior and intimate outrage.

Watts works her usual luminous/devastated magic. And whether Kitty's in thoughtless or selfless mode, Watts gets the full measure of feeling across without ever becoming too cruel, frantic or noble.

All in all, ``The Painted Veil'' builds on Maugham's ideas perceptively and complements his dramatic instincts. The result is a thoroughly grown-up movie that compellingly thinks its way through the toughest matters of the heart.

Bob Strauss, [phone]

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THE PAINTED VEIL - Three and one half stars

(PG-13: sex, violence, language, racism)

Starring: Naomi Watts, Edward Norton, Liev Schreiber, Toby Jones.

Director: John Curran.

Running time: 2 hr. 5 min.

Playing: ArcLight, Hollywood; Westside Pavilion, West L.A.

In a nutshell: Stirring adaptation of Somerset Maugham story about a troubled English couple in 1920s China. Gorgeously shot on location, emotionally and historically astute.

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Naomi Watts and Edward Norton are a mismatched couple under trying circumstances in China in ``The Painted Veil.''