Based on the Jane Austen novel, "Emma" tells the story of a young woman in England who plays her town's matchmaker. When attempting to match up her friend with the Reverend Elton, Emma starts to run into complications, which multiply amongst themselves with cases of mistaken intentions of love, a cast of supporting characters who each love someone else, but Emma doesn't know who loves who, and Emma finally realizing the one person she truly loves.

Most people didn't mind Gwyneth Paltrow's English accent in this charming, 1996 adaptation of Jane Austen's novel (which also inspired Clueless). But even if it doesn't sound quite right to you, there are plenty of authentic and wonderful Brit thespians in this film by screenwriter- turned-director Douglas McGrath (co-author of Woody Allen's Bullets Over Broadway), including Juliet Stevenson (Truly Madly Deeply), Alan Cumming (Buddy), Phyllida Law (Much Ado About Nothing) ,Ewan McGregor (the Scots star of Trainspotting), and Sophie Thompson, outstanding and finally heartbreaking as the chattering Miss Bates. Paltrow plays Austen's benign busybody, Emma Woodhouse--so busy trying to arrange the lives of others that she is sidestepping her own. McGrath brings a kind of pretty and light touch to the production, his best move the wise delegation of creative authority to the actors themselves. --Tom Keogh

The British read the novels of Trollope during the London blitz because his stories of Victorian life distracted them from the V-2 rockets. Maybe that helps explain the current popularity of movies based on the novels of Jane Austen: In an impolite age, we escape to the movies to see good manners. ``Emma'' is the fourth recent version of an Austen novel, after ``Persuasion,'' ``Sense and Sensibility'' and the TV adaptation of ``Pride and Prejudice.'' (As a bonus, the Beverly Hills comedy ``Clueless'' was based on the same story.) It is not about very much--about the romantic intrigues of a small group of people who will all more or less have to marry one another sooner or later, if they haven't already. Either you are in sympathy with this material or you are not. I had to smile at an undergraduate's review of the movie, posted on the Internet, which complains that ``a parade of 15 or 20 or 8 billion supporting characters waltzes through the scenes. Each is called Mister or Miss or Mrs. Something, and each of them looks and acts exactly the same (obnoxious).'' I am not sure you can look obnoxious, but never mind. It may be that young people in a permissive age do not have sympathy for a movie in which a busybody matchmaker spends her days trying to pair off unwilling candidates for matrimony. Yet in its high spirits and wicked good humor, ``Emma'' is a delightful film--second only to ``Persuasion'' among the modern Austen movies, and funnier, if not so insightful. Gwyneth Paltrow sparkles in the title role, as young Miss Woodhouse, who wants to play God in her own little patch of England. You can see her eyes working the room, speculating on whose lives she can improve. She takes as a project Harriet Smith (Toni Collette), a respectable young woman of imperfect pedigree, insisting that she marry the Rev. Elton (Alan Cumming). Miss Smith would much sooner marry a local farmer, but Emma won't hear of it. When the poor farmer sends Miss Smith a letter of proposal, she shows it to Emma, who sniffs, ``It is a good letter. One of his sisters must have helped him.'' Miss Smith is so uncertain of herself that she turns down the farmer, only to discover that the Reverend doesn't love her--he loves Miss Woodhouse (``I have never cared for Miss Smith,'' he tells Emma, ``except as your friend''). This should be a lesson for Emma, but she'll need more than one. Stories like this are about manners, nuance and the way that one's natural character tugs against the strict laws of society. In a time when most people traveled little and diversion was largely limited to local parties, three-volume novels and church services , gossip was the great pastime. Local characters were prized because they gave you someone to talk about, and ``Emma'' has its share, most delightfully Mrs. Elton (Juliet Stevenson), who praises herself incessantly by quoting others (of her musical talent, she says, ``I myself don't call it great. I only know that my friends call it so''). Other local color is provided by Miss Bates and her deaf mother, Mrs. Bates. (They are played by Sophie Thompson and Phyllida Law, who are Emma Thompson's sister and mother.) Miss Bates says everything three times and Mrs. Bates never hears it, and when Emma is unforgivably rude to poor Miss Bates it is the upright Mr. Knightley (Jeremy Northam), her brother-in-law, who dresses her down, giving her a stern lecture on her responsibilities under the class system. Emma thinks of Knightley as a brother. She is interested in the Reverend not at all. There is a dashing young bachelor in the neighborhood named Frank Churchill (Ewan McGregor) who seems cast as her beau (he rescues her when her carriage gets mired in the river, and again when she is threatened by gypsies). But he has other plans, too, and in the fullness of time Austen sees that everyone gets what they deserve, or in Emma's case perhaps rather more. --Roger Ebert

Since it is a truth universally acknowledged that even a moderately successful version of a Jane Austen novel has a leg up on most original screenplays, it's not difficult to enjoy the genteel amusements "Emma" provides even while wishing its virtues were less wholly on the surface. Austen's novel received a kind of backhanded celebrity recently when it served as the inspiration for Amy Heckerling's droll "Clueless," and this more faithful adaptation, written and directed by Douglas McGrath, is not necessarily on a par with the Alicia Silverstone vehicle in either humor or substance. Yet there are compensations. As the only Austen work to be named after its heroine, "Emma" must have an engaging performance in the title role to succeed at all, and fortunately Gwyneth Paltrow, after a slow start, completely wins us over. Paltrow's last period film, "Jefferson in Paris," was a weak showing, and she is so contemporary an actress it's initially something of a shock to see her in Regency dress speaking in a polished Over There accent. But the part of a headstrong, coltish young woman who does just as she pleases (one of the favorite heroines in the Austen canon) is such a good fit for Paltrow that resisting her performance turns out to be as difficult as resisting Emma Woodhouse is for the residents of the tidy English village of Highbury. The film opens at a scene of triumph for Emma, the marriage of her governess (Greta Scacchi) to a local widower. Emma was the matchmaker, and convinced that "men know nothing about their hearts," she decides that being Cupid's stand-in is a proper vocation for a well- brought-up young woman of 21. A creature of gleeful self-satisfaction who manages the difficult feat of adding likability to a meddler's character, Emma is one of literature's great deluded characters. Convinced of her judgment but invariably misunderstanding everything, Emma is unknowingly stone-deaf when it comes to the vagaries of love. Rarely has anyone so sure of herself been so comically off the mark. Despite offering bland assurances that "It's not my place to intrude in personal matters," Emma soon takes up the case of her young protege, Harriet Smith (Toni Collette of "Muriel's Wedding"), the daughter of "who knows who." Snobbishly dismissing the attentions of a local farmer, she decides that Harriet, uncertain birth and all, is the ideal match for the doe-eyed, self-satisfied local clergyman, Mr. Elton (Alan Cumming). Watching all these machinations, mostly but not entirely with bemusement, is the much older (37, as if!) friend of the family Mr. Knightley (Jeremy Northam). Considering himself "practically a brother" to Emma, he alone seems to see the young woman for what she is, understanding both her foolishness and the good heart that animate it all. Northam (who co-starred with Sandra Bullock in "The Net") is the film's secret weapon, as essential a factor in its charms as Paltrow, bringing a level of spirited intelligence to the proceedings and making Knightley the most nuanced character in the drama. Other performances worth mentioning include Ewan McGregor, a surprise after the completely different "Trainspotting," who plays the frisky Frank Churchill, the most eligible of young men. Equally enjoyable are the comic shenanigans of the grumpy Mrs. Bates and her chatterbox daughter Miss Bates, played by real-life mother and daughter Phyllida Law and Sophie Thompson, the mother and sister of "Sense & Sensibility" star Emma Thompson. And, as always, it is undeniably pleasant to be in Jane Austen's comfortable world of looks and smiles, where actions at a dance excite more interest than the movement of armies and strict rules of conduct make romantic intentions and attachments, as Emma distressingly finds out, easy to misunderstand. Yet in this case, as opposed to the more involving "Persuasion," all this film's pleasures feel ephemeral. Writer-director McGrath, best known for collaborating on the screenplay for Woody Allen's "Bullets Over Broadway," has made a clever film, but one that has a tendency to go flat and one-dimensional despite the efforts of Paltrow and Northam. While it seems ungrateful to gainsay "Emma's" genuine pleasures, compromising standards where Jane Austen is involved just wouldn't do. --KENNETH TURAN

Won: Best Music, Original Musical or Comedy Score
Nominated: Best Costume Design

Won: Best Performance by an Actress in a Motion Picture, Comedy or Musical - Gwyneth Paltrow

Nominated: Best Screenplay Based on Material Previously Produced or Published