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Hollywood takes no prisoners when it comes to turning history into a work of fiction. Most infamous is the method of inserting fictional characters into the backdrop of a real event, in hopes that we as an audience may relate to the ramifications of whatever landmark or turning point comes into play. Sometimes this has a positive effect: James Cameron's masterful love story "Titanic" managed to sail away with this critic's heart, as well as millions of others. But for every effort that succeeds, there's at least one that fails (Michael Bay's love-among-the-ruins epic "Pearl Harbor" comes to mind). ***

And now we have "Enigma," based on a novel by Robert Harris, and adapted for the screen by writer Tom Stoppard, who wrote the Oscar-winning "Shakespeare in Love," and director Michael Apted, whose resume lists everything from 1994's Jodie Foster drama "Nell" to the new James Bond flick "The World is Not Enough." With an incredible British cast in place, and material that seems worthy of their status as filmmakers, Stoppard and Apted seemed to have a sure-fire winner on their hands. ***

Sadly, however, the results are less-than-commendable in more than one instance throughout the picture. This is one of those rare epics that looks great, feels right in various fields, and yet the overall experience remains distant and lifeless. It took me three times just to stay awake for the film's first half, a sign that I'm sure the moviemakers were not looking for. ***

The story takes place in Britain, during the period of World War II when British intelligence is desperately trying to crack the German's secret code through the use of their Enigma machine. We learn that a large Allied convoy of supply ships is making its way across the Atlantic towards Europe; cracking the code means alerting the ships to possible danger, thereby reducing the risk of losing lives and material. ***

Alas, the Germans have once again changed their codes, which brings about the arrival of Tom Jericho (Dougray Scott), known for his ability to break codes, and for his familiarity with the Enigma codes and how to dissolve them. Called back to Bletchley Park, a small town in Britain where top-secret code-breaking takes place, Jericho is given the run-down on the situation, realizing that due to the fact that German radio traffic from the U-boats has gone silent, there is no way to crack their new code until they begin maneuvers against the convoy. ***

This allows him plenty of time to fester in his emotions for his long-lost lover, Claire (Saffron Burrows), a tall, slender blonde who once broke his heart, and has now gone missing from her post as one of his coworkers. Enlisting the help of Claire's roommate, Hester (Kate Winslet), he embarks of a journey of uncovering a variety of clues and events that he hopes will lead him to Claire's whereabouts, all-the-while making small discoveries concerning mass graves and stolen German codes while trying to avert the questions and suspicions of one detective Wigram (Jeremy Northram), who begins to suspect that Jericho himself may have something to do with Claire's disappearance. ***

The stage is set for a rather well-played second half in which more plot elements come into play, and all of which coalesce into a final, finely-tuned conclusion that is smart and provocative without downplaying our intelligence. Subplots and small clues that were once unimportant now come into play, and the result is of the same caliber as any mainstream Hollywood concoction you'll see these days. ***

It's only a shame that much of the movie suffers from nothing less than melodramatic boredom. The romance between Jericho and Claire is seen in a variety of flashbacks throughout the picture, each of which is so juvenile and childish that it ranks as little more than sheer buffoonery. The disinterest in this aspect of the picture is mirrored by that of the actual code-breaking as seen in the first half of the film; we become party to various conversations about the Enigma machine itself, as well as the code and what is involved in breaking it. But how does one crack such a brilliant code? How can Apted and Stoppard expect us to become involved with such scenes if we can't identify with the urgency because of the lack of information given to us? ***

Other details tend to stand in the way of one's enjoyment, like the fact that Hester and Jericho can waltz into any top-secret agency, and later exit with all the files and information they need. One of these sequences involves Jericho entering a file room, after which one of the women who works at that station makes her way to the door to bust him. Pardon me for saying so, but this woman looks as if she could crack Jericho's skull wide open with her scowl alone; if this is maximum security, then I'm a German submarine commander. ***

One thing manages to save the movie from wallowing in its insomniac state, and that is its cast. Scott, Winslet, and Northam give such astute, intricate, and detailed performances that it's hard not to admire their work here, even in the face of such yawn-inducing story antics. They get into their characters and relish the nuances of their emotions so vividly, that you walk out of the movie with a higher regard for their work. ***

It's only a shame that the rest of the material can't live up to the talent that tries ever-so-hard to breathe life into it. "Enigma" is a film that is well-made and thoroughly engrossing at times, yet is plagued by inconsistencies, convolutions, melodramatics, and the ever-present factor of trying to make history seem interesting by putting a fictional spin on the events at hand. The reason this doesn't work is because Stoppard and Apted don't have any faith in nonfictional aspects of the plot, choosing instead to focus on the hammy love story and thriller aspect. Why else we would know less about the Enigma machine and how to crack the codes, and more about what type of overcoat and shoes Claire wore the last time she and Jericho ever saw one another.

Previously released in a shoddy, less-than-worthy transfer last year, "Enigma" is now being remastered in high definition, and the end results are much better. Presented in its theatrical aspect ratio of 2.35:1, the image looks splendid in every area, with improvements all around. Colors are now much more vibrant and full of life, and lack the noise and distracting smear of the previous DVD. Contrast is also enhanced, along with shadow detail, for more depth to the picture, while edges are crisp and lacking the intrusive enhancement halos that plagued the first transfer. The source print is also cleaner, with less film grain and speckle, making this a remastering effort that is well worth looking into for those who wanted more out of the first release. ***

The sound is still mastered in Dolby Digital 5.1, and like the old DVD, it is a track that doesn't fail to please. John Barry's elegant score finds its way into the surrounds from the front end, adding a heightened sense of envelopment that is truly wonderful. The low end helps to even things out every now and then, adding some oomph to the scant sound effects while giving the music a much-needed sinister angle in places. Dialogue sounds natural and atmospherics are imaged accordingly when present.

Columbia TriStar is fast becoming the studio to count on for special edition re-releases of titles that didn't make much of a splash during their theatrical run or their previous DVD release. First came "The Mothman Prophecies," then "Enough," and "I Know What You Did Last Summer," and now we have the new edition of "Enigma," which was only granted a limited release and didn't garner much attention when put out on the home viewing market last year. Luckily, the material here doesn't feel like a cheap attempt to grab someone's attention, but is rather aimed more at those who appreciated the movie from the start. ***

Following the commentary are two newly-produced featurettes, beginning with "Putting It All Together," which features interviews with Apted, producer MICK Jagger, author Robert Harris, and cast members Saffron Burrows, Kate Winslet, and Dougray Scott. As with the commentary, a wide selection of topics is mulled over here, beginning with each individual's take on the story itself, and then progressing into things like the casting choices for the movie, and the difficulties of adapting Harris's novel. Be sure to listen for Winslet's take on her role: "There's been no nudity, and no water. I'm happy!" The second featurette, "Bletchley Park and Enigma," covers more of the historical aspects of the material, focusing on Harris as he discusses how he went about incorporating this element into his novel, and also featuring other interviews about the enigma machine itself, and its role in World War II. Winslet and Scott also comment here on their meeting people who actually worked at Bletchley Park during that time. ***

The disc closes out with three deleted scenes that don't add much to the movie, but are okay for what they are, a gallery of theatrical trailers, and some cast and crew information.