A thought-provoking and eye-catching discourse on men and women.

"Orlando," based on Virginia Woolf's novel, is a time-tripping tour through the gulf between the sexes-- with a fascinating character who has seen the view from both sides.

Lord Orlando is a young nobleman in the court of Queen Elizabeth I, circa 1600. The aging queen takes a shine to the young lord, and bestows land and favors upon him. Most importantly, she makes this unusual decree: "Do not fade, do not wither, do not grow old."

He doesn't, and the movie tracks Orlando's life through 400 years of British history.

After the queen's death, Orlando plunges into "manly" pursuits. He falls in love with a Russian princess, who eventually spurns him. He takes up poetry-- though he's rather bad at it. He becomes a diplomat, representing the crown in a central Asian kingdom.

But when the kingdom is attacked around 1700, Orlando refuses to fight or die. Instead, as if by magic, he becomes a woman. "Same person, no difference at all," Orlando says, studying her naked figure in the mirror. "Just a different sex."

But when she returns to the London social scene around 1750, she finds that there is a difference. The salon poets-- Swift and Pope among them-- belittle her ideas, believing women incapable of intellectual pursuits. The powers that be declare she must produce an heir or lose her estate. The only person who treats her as an equal is a Victorian-era adventurer from America, with whom Orlando has a short but passionate affair.

Director/screenwriter Sally Potter gives the viewer plenty to think about and lots to look at. Production designers Ben Van Os and Jan Roelfs, along with costume designer Sandy Powell, tackle the mammoth task of re-creating several different eras with aplomb.

Tilda Swinton is brilliant as Orlando, carrying the film through all of its chronological and gender switches with determination and a bit of bemused wisdom. Billy Zane is exciting as Orlando's American lover. Writer Quentin Crisp is amusing as Queen Elizabeth.

If the movie has a fault, it is in being too clever and politically correct for its own good. When some comment is made about the shortcomings of women, it invariably is greeted with Orlando's wily gaze at the audience, as if to say, "We all know better than that, don't we, possums?"

But "Orlando," rated PG-13 for adult themes and one bit of nudity, is loaded with wit and fire. By not being afraid of Virginia Woolf, Sally Potter has created that rare thing: a movie that makes you think.