Breathtaking and practically nondiscursive, Sally Potter's audacious Orlando overcomes some dodgy performances and a narrative structure that could most generously be described as "loose" to emerge as a haunting, discussion-provoking trans-historical and transsexual drama. Commanded never to age by Queen Elizabeth (played with surprisingly little camp by legendary cross-dresser Quentin Crisp), the title character becomes immortal; we then follow Orlando through 400 years of dreamlike British history. Midway through the film, Orlando changes genders--to Potter's immense credit, the transformation is handled with little fanfare and no explanation. Tilda Swinton, in the lead role, is far more convincing as a woman than as a man, and even during the film's latter half, her impassivity and lack of expression can be annoying. Potter encourages Swinton to play to the camera, and the resulting asides and glances askance can be amusing, but often seem purposeless, or even arch. Nevertheless, the willful idiosyncrasy and understatement of the film never quite capsize the project, and once you give yourself over to the filmmaker's logic, the panoramic sweep of the cinematography (remarkable sets include an aristocratic skating party on the frozen Thames during the Great London Frost of 1603, a stunning tent-caravan in Central Asia, and countless fastidious boudoirs and interiors) will surely keep you enraptured. Orlando is no Merchant-Ivory production, no prissy, forgettable period piece; this film has teeth, and it may bite ferociously when you least expect it to. Based on, but scarcely resembling, the Virginia Woolf modernist classic of the same name.