"When will the devil take me?" he asks rhetorically in lulling voice over. The spoiled title character of Onegin (pronounced Oh-negg-in) is waiting on death to relieve him after a lifetime of rapacious behaviour. Martha Fiennes' debut feature is (quite literally) filmed poetry (it's based on an epic Russian poem by Alexander Pushkin), a profound study of regret, of how we confuse shame with guilt.

When we first meet Eugene Onegin (Ralph Fiennes, acting for his sister; another brother, Magnus, composed the score), a philandering aristocrat from St. Petersburg, he has just inherited his uncle's estate. With plans to sell it, Onegin pays a summer visit to the manor, which is located in an underpopulated Russian countryside, and not long into the trip he meets a neighbouring family of blue bloods. Smitten with Olga Larina (Lena Headey), he befriends Olga's fiancé, Vladimir Lensky (Stephens), while Olga's sister, Tatyana (Tyler), romanticizing his flippant attitude (he's a nineteenth century bad boy), falls for Onegin.

In one sweaty, inky torrent of passion, Tatyana writes him a love letter. He is at least intrigued by the note but rejects her affections, it is implied, because he can. Soon after, tragedy strikes, and Onegin makes himself scarce. When we catch up with him, six years later, he has just returned to St. Petersburg, where at a grand ball he discovers that an old friend (Martin Donovan) has married a more womanly and worldly Tatyana. This time, Onegin finds her irresistable. What is most amazing about Ralph Fiennes' performance is his subtle physical transformation from dashing snob to miserly grouch. Overwhelmed by a top hat, the Onegin who pines for Tatyana seems smaller in stature than the one who brushed her off, the modern Ebeneezer Scrooge trapped in Christmas past.

The actor has been constricted playing heroes for too long now--there's room to breathe in a role that's made up of shades of gray like Onegin. Joni Mitchell sang of a universal phenomenon in "Big Yellow Taxi": "Don't it always seem to go/That you don't know what you've got/'Til it's gone." Onegin's about-face on Tatyana speaks for those of us (read: most of us) who need confirmation that someone or something is wanted by others before we want it as well. What the character feels is not jealousy but remorse, embarrassment, even, at having let her go. Out of identification we feel empathy for Onegin, a callous bastard. Tatyana's emotions echo a thousand ditties, but that makes them no less vital. She changes, too, from a girl in crush to a woman with divided loyalties. Tyler acquits herself surprisingly well among her UK co-stars, filling in sketchy gaps by expressing base sentiments in a series of wanton stares. They both have faces, Mr. Fiennes and Ms. Tyler, capable of conveying archetypal Russian misery.

Onegin could have added up to little more than a distinguished episode of "Masterpiece Theatre", even with its current cast of thoroughbreds intact, were Martha Fiennes not at the helm. An MTV background (she cut her teeth directing rock videos for XTC and others) has positively influenced her sense of pace (though, thankfully, not her shot lengths--no spasmodic cutting here); at just over 100 minutes, Onegin clicks along like a brisk walk through valleys of despair.

The film has an atypical period look as well. Absent are the sumptuous tableware and antique furnishings that stand in for plot and character in drippy Merchant Ivory productions. The sets are almost expressionistically bare, mirroring the loneliness of the protagonists. (Cinematographer Remi Adafarasin often allows space to engulf them; I'm reminded the climax, which unfolds in a sea of white.) Martha Fiennes has a clear command of cinema, and her spare, often painfully human visual presentation of "Yevgeny Onegin" is arguably the most lucid translation of Pushkin's difficult text yet. Ms. Fiennes may be the most exciting female presence behind a camera since Jane Campion--keep an eye on her.-Bill Chambers