Don't be put off by Robert Downey Jr. in the funny hat. And stick with director Michael Hoffman and writer Rupert Walters, who have adapted Rose Tremain's novel of the 17th century, with high-stakes ambitions for this lively, lavish and grandly acted pageant. The film begins with Downey's Merivel, a student of medicine, putting his hand on a patient's exposed heart. His colleague John Pearce (David Thewlis) is amazed at Merivel's daring. So is King Charles II (a superbly sly Sam Neill), who sweeps him into the royal court, where Merivel degenerates into an idle party boy. For marrying Celia (Polly Walker), the king's mistress, on the condition that he will never bed her, Merivel is given an estate, a servant (Ian McKellen) and the freedom to debauch till he drops. The king's portraitist (Hugh Grant in foppish good form) is appalled. Merivel blows the deal by falling in love with Celia and rediscovering his passion to heal.

The film takes a grave turn when Merivel works with Pearce at an asylum, fathers a child by an inmate (a miscast Meg Ryan) and returns to London to battle the bubonic plague. Hoffman makes an $18 million budget look triply potent with awesome scenes such as the great fire of London. But spectacle is merely subtext for a message of hope. At the heart of this inspiring film is a vital AIDS parable that calls for the restoration of compassionate commitment in a modern age consumed by its own plague of indifference. Good show.