UNSAVORY GOINGS-ON IN THE LAND OF 'ANGELS & INSECTS'.

Byline: Amy Dawes Daily News Staff Writer

Imagine, if you can, a family secret that could turn an elegantly perverse study of a repressed Victorian household into a suspenseful, startling and scandal-ridden potboiler.

That's the trick of "Angels & Insects," Philip Haas' sly, meticulously observed and gorgeously mounted drama about the bestial ways of men and insects as they go about mating, breeding and creating a social order.

Based on the British novel "Morpho Eugenia" by A.S. Byatt (a title that might have been more insurmountable than the one the movie now bears), it tells the story of William (Mark Rylance), an entomologist who survives a shipwreck while returning from an expedition to the Amazon jungle, but loses most of his bug specimens and worldly goods.

He's taken into the baronial English home of a wealthy amateur bug collector (Jeremy Kemp), where his presence arouses the attention of several ladies. One of them is his benefactor's eldest daughter, Eugenia (Patsy Kensit), a wan blond beauty whose charms are truly skin deep; the other is a poor relative, Matty (Kristin Scott Thomas), who's plainer but strikingly intelligent and gifted in the sciences and arts.

Naturally, William falls head over heels for the prettier one. He's surprised when she accepts his marriage proposal, and even more surprised when she proves to be a lover of surprising appetite and apparent experience.

But his new wife is often distant or absent, and William, who feels trapped and restless, longs for a chance to return to the Amazon.

Then Matty, who's been doing extraordinary pencil drawings of insects, suggests they work together to write and illustrate a natural history of an ant colony. Recruiting the children of the house as helpers, they bury themselves in the task, with great success, only to be interrupted by the shocking and dramatic revelation of unhealthy goings-on in the house in which they live.

His marriage turned upside down, William feels a great sense of liberation. But now he's faced with Matty, who at last has earned some liberation of her own.

Director Haas, who worked in close collaboration with his wife, producer and editor Belinda Haas, has created a movie that is complex, dramatic and unsettling, with an unusual clarity of tone and purpose.

The striking visuals draw eerie parallels between the activities of men and insects, catching the servants as they scurry through the narrow corridors of the house bearing bundles like worker ants, or the bizarre plumage of the women as they dress for their mating dance (no caterpillar or mantis is more exotic or frightening), or the explicit, vaguely bestial couplings in the marriage bed.

(Full male and female nudity is shown, which is why the movie's distributors are bypassing the MPAA ratings board and releasing the movie unrated.)

Metaphor-hunters will love the layers of meaning woven throughout - for example, the metamorphosis involved in Matty's moving struggle to reach her potential as a naturalist, despite the immense obstacle of having been born a woman in Victorian England. The performance by Thomas ("Four Weddings and a Funeral") is remarkable, giving the movie a depth of restrained emotion that balances its intelligence.

Haas, formerly a documentary filmmaker who did an acclaimed series on contemporary artists such as David Hockney and Richard Long, has a gift for drawing menace and absurdity from the most benign details. He previously directed the feature film "The Music of Chance," based on the novel by Paul Auster.

This time out, Haas and his collaborators, including gifted costume designer Paul Brown, have created a minor work of art infused with an intensely original vision.

So creepily effective are his parallels between the worlds of men and insects that one leaves the theater shrinking from the beating of invisible insect wings, and avoiding the imaginary ants underfoot.

THE FACTS

The film: "Angels & Insects" (not rated; full nudity, sensuality).

The stars: Mark Rylance, Kristin Scott Thomas, Patsy Kensit, Jeremy Kemp.

Behind the scenes: Directed by Philip Haas. Written by Philip and Belinda Haas, based on the novella "Morpho Eugenia" by A.S. Byatt.

Running time: One hour, 57 minutes.

Playing: Laemmle Sunset 5 in Hollywood, Samuel Goldwyn Pavilion in the Westside Pavilion and Laemmle Esquire in Pasadena.

Our rating: Three Stars.

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PHOTO

Photo Dark secrets envelop the Alabaster household even in the bright light of day in "Angels & Insects."