There has to be a compelling way to tell this story, I kept thinking to myself. After all, it’s a fascinating footnote in British history: How King Henry VIII, who broke with the Catholic Church to divorce his wife and marry Anne Boleyn, also may have had an affair and illegitimate children with Anne’s sister, Mary. The intrigue, the passion, the potential sisterly cat-fights—what didn’t this story have?

But Philippa Gregory—who wrote the 2002 novel The Other Boleyn Girl—dragged her literary narrative through decades of redundant musings over the plight of 16th-century women used as pawns to further male power, to the point that Anne losing her head couldn’t happen soon enough. So how would screenwriter Peter Morgan (The Queen) and director Justin Chadwick tackle an adaptation of this meandering epic? By packing its plot points so tightly together that every bit of subtext gets choked out before it has a chance to emerge.

The story opens in 1520s England, with King Henry VIII (Eric Bana) still lacking a male heir from Queen Catherine (Ana Torrent). The King’s close advisor the Duke of Norfolk (David Morrissey) sees this development as an opportunity, and looks to place one of his nieces into Henry’s court as a possible mistress to advance the family’s position. With Mary Boleyn (Scarlett Johansson) newly married, her younger, more ambitious sister Anne (Natalie Portman) is given the task—but Henry takes a liking to Mary instead. The family has what it wants, but Anne isn’t quite so willing to surrender the King’s affections to Mary.

In some ways, Morgan’s adaptation of Gregory’s novel does prove effectively efficient. He abandons entirely the character of Archbishop Wolsey as Anne’s adversary, focusing on the machinations of her uncle; he blessedly condenses the time frame so that Mary doesn’t spend years lamenting her plight. Morgan knows there are a lot of particulars to cover, and it’s to his credit that there’s never a moment when it’s not clear who all the principals are, and what they stand to lose or gain.

There is more to the story, however, than keeping track of the players without a scorecard. Chadwick frames several scenes as though they were being viewed surreptitiously, or from behind curtains, lending the impression that it’s all about the naughty thrill of peeking in on the secret lives of royalty. The fact that the film spends almost as much time on the soft-focus sex scenes between Henry and Mary as it does on Anne and Mary as Queen Catherine’s ladies-in-waiting suggests that Chadwick and Morgan don’t really know how to bring out the fundamental gender politics of this story. Like a high-school history textbook, it becomes all about who’s doing what to whom, and too rarely about why.

That emphasis certainly doesn’t help the performances to shine. Johansson plays the passive victim of everyone’s power plays, never capturing Mary’s determination to find a normal life. Portman comes across as petulant and vindictive, without ever really conveying her ferocious desire to transcend the limitations placed on female power. And Bana—well, maybe this script and direction can’t be blamed for his vapid Henry. He has been shrinking into his roles for so many years now, it’s hard even to remember the charismatic, hard-edged guy from Chopper. Only Torrent, as Queen Catherine, finds a secondary level as she eyes the Boleyn girls for the first time, trying to re-assert her authority even as she recognizes it’s slipping away.

Secondary levels, unfortunately, are in fairly short supply in The Other Boleyn Girl. As one might expect with a period drama, there’s plenty of attention paid to the costumes, as well as to forbidding exterior shots of stone castle walls. But if all the film wanted to do was act out a Wikipedia entry on Philippa Gregory’s book, it might at least have gotten more of the facts right. Gregory’s problem was not knowing when to turn down the commentary and let the story speak for itself. As a film, the problem is exactly the opposite: It grabs on to all the chapter headings, and jettisons everything in between. The tale may be a footnote, but there has to be a way to make it about more than just its own footnotes.

THE OTHER BOLEYN GIRL

** (two out of four stars)

Starring Natalie Portman, Scarlett Johansson, Eric Bana

Directed by Justin Chadwick.

Rated PG-13