-- Let's start with the relatively good news: "Diana," a new biopic about the last two years of Princess Diana's life, is not nearly as horrendous as some of the reviews in her homeland may have led you to believe. ("Car-crash cinema," one British paper opined.)

Now the bad news: It's just not very good.

And that's a shame, in at least three ways. First, the gifted actress Naomi Watts deserves to be in a better movie. Second, Oliver Hirschbiegel, who directed the admired and Oscar-nominated German-language film "Downfall," about Adolf Hitler, somehow, er, falls down here.

Finally, and most unfortunately, an opportunity is lost to dig deeper into a personality that fascinated the world like few others in our modern times — "the most famous woman in the world," as the movie aptly calls her.

So where does it go wrong? For starters, the filmmakers may have been constrained by a desire to be respectful. It's not hard to imagine why. Diana's two sons are very much alive, for one thing.

But blame must also be laid on the script. Yes, we know that royals speak woodenly in public. But we're pretty sure they, and the non-royals in their lives, loosen up in private. Stephen Jeffreys' script sometimes sounds like he's unaware how real people chat, flirt, fall in love.

Speaking of love: the film focuses on Diana's nearly two-year affair — a passionate one, by all accounts — with Pakistani heart surgeon Hasnat Khan.

That affair isn't news. But the film implies that Dodi Fayed, the boyfriend who died with her in that 1997 crash in a Paris traffic tunnel, was merely a minor fling — a fling that was chiefly an effort by Diana to make Khan jealous.

Is this true? Well, it's the contention of a 2000 book the script is based on, Kate Snell's "Diana: Her Last Love" (Snell is an associate producer on the film). But Khan has told the British media he has no intention of seeing the film, and that he's sure it got it all wrong.

The film IS slavishly devoted to capturing Diana's look and style. Watts wears a prosthetic nose, and works gamely to capture Diana's coy expressions and body language. And it must be said that the clothes — carefully recreated — look great.

The film starts on that fateful Paris night, at the Ritz Hotel. As Diana, Dodi and a small entourage enter the elevator to leave after dinner, the scene turns eerily into simulated security footage, hinting at the painstaking investigations to come.

We all know what happens next. But we don't see it. Instead, the movie rewinds two years. Diana is separated from Charles, living in Kensington Palace, heating up baked beans for supper.

In a chance hospital meeting, she encounters Khan (Naveen Andrews of "Lost" and "The English Patient," who might have done a better job with better dialogue.) The two flirt. She: "Hospitals fascinate me!" He, explaining his passion for his job: "You don't perform the operation. It performs you."

Soon, the two are having secret trysts. Some of it feels unlikely. Diana, showing up alone at 4 a.m. to see her lover at his hospital? Putting on a dark wig so they can visit a jazz club? Lovingly doing dirty dishes at Khan's messy little apartment? But actually it's pretty much all based on anecdotes from author Snell or others.

In any case, here's the thing: The movie may not be great, but for some it will be a fine guilty pleasure. Just watching how Diana lived the last two years of her life — or, OK, watching some approximation of it — is not the worst way to spend two hours.

After all: This is Diana we're talking about.

"Diana," an Entertainment One Films release, is rated PG-13 by the Motion Picture Association of America for "brief strong language, some sensuality and smoking." Running time: 113 minutes. One and a half stars out of four.

____

MPAA definition of PG-13: Parents strongly cautioned. Some material may be inappropriate for children under 13.

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