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Gong Li is a toughie. The severe planes of her face, the military erectness of her posture, the snarl she puts in her voice, all give an irresistible insolence to China's first international star actress. From the time of her early films like Ju Dou and Raise the Red Lantern, which she made for her directing mentor (and then-lover) Zhang Yimou, she has incarnated the kind of woman you wouldn't dare mess with, yet would love to try.

Now she has found a role that fits her like the clingiest cheongsam: the proud, vindictive Hatsumomo, rival to the heroine Nitta Sayuri in Memoirs of a Geisha, the first Hollywood megamovie to boast Asian actors in all the main roles. Hatsumomo, queen of the 1930s okiya (geisha house) where Sayuri is a budding princess, taunts and sabotages the younger woman at every small step. To add piquancy to the situation, Sayuri is played by Ziyi Zhang, who followed Gong Li as Zhang Yimou's leading lady in the rapturous rural love story The Road Home and the martial-arts hit House of Flying Daggers. No wonder Hatsumomo stares daggers at that little geisha on the rise.

Any actor must find a rapport with the character she plays, however unsympathetic. Gong Li sees Hatsumomo as less villain than victim—a woman to empathize with, to the point of tears. "She is a rebel," she says, speaking through a translator. "In those days, a geisha could not have her own love, so she had a lover secretly. Then she was deprived of her own love, her own feelings. She has great love and great hate. I thought she might have had the same kind of upbringing as Sayuri. She might have been beaten. Then she turned into a great geisha. I thought there must be someone like her in the world ..." At this point the pang of Hatsumomo's interior life gnaws at the actress, and she begins to cry. The translator, swept into the mood of the moment, cries too.

It's been ages since the movies have given audiences a good cry. A good cry, not a cheap one; any film can do that, by placing a child in peril, by loading the narrative dice against the hero or heroine, by telling a simple tale of outraged justice, by cutting to a plaintive cocker spaniel. An honorable weepie uses none of these wheedling devices. It earns its tears through the artful depiction of plausible events and honest feelings. One way a modern movie meets these standards is by setting its tale in the past, before the gust of equality blew holes in the age-old sexual hierarchy. Japan in its less progressive days was such a place and time, when a woman's heart, like her back, was made for breaking.

Relishing this setting, director Rob Marshall triumphs in bringing Arthur Golden's 1997 worldwide best seller lusciously to life as a sumptuous love story. The plot spans almost two decades, from 1927 to 1946; but the script, by Robin Swicord (screenwriter of the 1994 film Little Women) and playwright Doug Wright (last year's Broadway hit I Am My Own Wife), never hurries past the telling biographical detail of its four main characters. Nor does the movie's visual splendor ever obscure the furtive, assertive heart beating under the kimono. Marshall, 45, whose first big film, the 2002 musical Chicago, won the Oscar for best picture, here tops that effort, in dramatic breadth and emotional depth.

The novel enticed readers with its authoritative evocation of an alien, exotic world in which women served men less with sexual favors than by creating a simulacrum of the feminine ideal. But the book's real pull was its minutely researched take on a fairy tale familiar to every culture: poor girl meets rich man of her dreams.

This golden girl is first named Chiyo. Her fisherman father has sold her to an okiya, where she must learn to be a lady. A special sort of lady: a geisha, one of the "wives of nightfall" who for centuries have entertained Japanese gentlemen with delicacy, wit and a mastery of such arts as flower-arranging, calligraphy, singing, dancing and playing the three-stringed shamisen.

At 15, Chiyo (Ziyi Zhang) has these graces only in embryo; but a famous geisha, Mameha (Michelle Yeoh), sees how they might flower. She begins the girl's education sternly. "That is a perfect bow. For a pig farmer." "Rise. Not like a horse." And slowly the eager student with the "watery" gray eyes grows into a captivating woman known as Nitta Sayuri. "Now walk," says Mameha. "You are a magnificent geisha"—beguiling enough, at least, to attract the attention of the Chairman (Ken Watanabe), a powerful man whom Sayuri has adored since she was a little girl and he showed her kindness. Sayuri's rise doesn't suit Hatsumomo's ego. The reigning bitch-goddess of the okiya accurately sees Sayuri's promise as a threat. With magnificent hatred, she spits a warning at the girl: "I will destroy you."

Clear enough? Memoirs of a Geisha is the Cinderella story, with Sayuri as the young heroine, Mameha as the fairy godmother, Hatsumomo as the evil stepmother and the Chairman as Sayuri's prince charming. It could also be a backstage saga like the 1930s Hollywood classic 42nd Street—the one where, just before a big show is to open on Broadway, the temperamental leading lady can't go on and is replaced by a plucky ingenue, groomed to stardom by a showbiz veteran. Just the sort of parable to attract a Broadway choreographer like Marshall.

The cast is a dream team of A-list Asian actors, beginning with Gong Li and Zhang, who enjoyed her own star-is-born career splash at 21 as the airborne vixen of Crouching Tiger, Hidden Dragon, which became the top-grossing foreign-language film released to that time in North America. Yeoh, another Crouching Tiger eminence, was Hong Kong's top female action star in the 1980s and '90s, and lent her high-kicking glamour to the James Bond series in the 1997 movie Tomorrow Never Dies. Watanabe earned an Oscar nomination as Tom Cruise's regal ally in The Last Samurai.

These are some of the finest, most attractive actors on the globe, and they will help sell Geisha to the Asian audience. (The film opens in Hong Kong on Dec. 9, for its regular run in Tokyo a day later, and in other Asian cities in early January.) But their name value means little at the U.S. box office—less, anyway, than the lure of seeing a cherished novel illuminated on the big screen. "I've gotta believe, in the job that I do, that when you give the audience something that they haven't seen before, they are going to like it," Amy Pascal, Sony Pictures' movie chief, says of her studio's $80 million investment, which is cheap for a film of such grand range, but a lot for one without bankable Western names. "I'm hoping the film appeals to people who have ever been in love."

Or in love with movies, for Geisha revives the sweeping spirit of old-fashioned film romance. It also recalls the bygone day when Hollywood believed it was truly the world's storyteller, and thus could put on the screen epics set in China or India, Java or Japan—so long as the indigenous characters were played by whites. One difference between Geisha and such venerable films of the mystic East as The Good Earth and Dragon Seed is that this one has Chinese and Japanese actors in the leads rather than Katharine Hepburn with Asian eye makeup.

Purists may complain that the three main geishas are played by Chinese women speaking English, which they were taught to intone in a lightly Japanese accent. It is a shame that a film with so specific a setting could not have leading ladies steeped in that culture. But there's a bald fact that is evident to anyone familiar with today's East Asian films: China is rich in top actresses, and Japan isn't.

"My philosophy in casting," says Marshall, "is that I cast for the role, period." (He notes that in Chicago he had Queen Latifah play a character that, in the 1920s, when the film is set, would not have been black.) So Zhang, Gong Li and Yeoh were chosen to lead Geisha's female cast. They are supported, and sometimes upstaged, by two seasoned Japanese actresses—Kaori Momoi, as Mother, the okiya proprietress, and Youki Kudoh, as Sayuri's friend and sometime antagonist Pumpkin—and one entrancing newcomer, Suzuka Ohgo, who plays Chiyo-Sayuri as a young girl. The main male roles were taken by Japanese actors: Watanabe, Koji Yakusho as his proud, disfigured friend Nobu and Cary-Hiroyuki Tagawa as the manipulative Baron.

Lucy Fisher, one of the film's producers, was aware of grumbling about the casting of Chinese actresses as the most prominent geishas. Some of these barbs made it to the set. According to Fisher, Watanabe overheard one such comment. He turned around and stated, "There is no actress in the world who could play this part better than Zhang Ziyi." As Fisher recalls: "That was a happy day for everybody." Watanabe sees Geisha not as a documentary but as fiction woven by its director. "Although it is a period piece based in Japanese culture, what was most important was how Rob envisioned it. So I told myself not to be concerned about the details of the Japanese or geisha culture but try to help Rob create what he envisioned."

Whether the movie truly understands its milieu, or offers only an artful simulation of it, Japanese audiences will decide. But the film, like the novel, is an outsider's view of the geisha culture—even as the young Chiyo is ignorant of the okiya when she lands there. And since the source novel was written by a Harvard-educated fellow from Tennessee, why shouldn't the film be directed by a song-and-dance man from Pittsburgh?

The movie's narration begins, "A story like mine should never be told," and on screen it almost wasn't. Soon after the big Golden book became a sensation, Steven Spielberg signed on to direct, with Hong Kong's Maggie Cheung named to play Mameha. Five years and many scripts later, Spielberg bowed out, while staying on as a producer. Fisher jokes that her next choice was the great epic-maker David Lean, "but he wasn't available," having died in 1991. A few directors, including Spike Jonze (Being John Malkovich) and Kimberley Peirce (Boys Don't Cry), were mentioned, and still nothing jelled. Some directors insisted on shooting entirely in Japan, or in Japanese.

Then Fisher and her producing partner Douglas Wick saw Chicago and figured they had their man. "Geishas are trained much like dancers, and as a choreographer and a former dancer who understands disciplined training, Rob had a natural affinity for their life," says Wick. He and Fisher pursued the director as one would a geisha—sending him bottles of sake, antique prints. "I tried to put the gifts away," says Marshall, "but I couldn't. They hooked me."

Having made the first movie musical smash since Grease 24 years before, Marshall was ready to try something radically new. "As a director, you should choose a project that will educate you and enrich your life, because you're going to be doing it for two years. And I thought, 'This is that for me.' How exciting to spend that time learning about another culture, and a culture within a culture. The scariest part was being able to be educated enough about Japan and the world of geisha to be able to interpret it. But I didn't stop and say, 'Wait a minute, you're an American, why are you doing this?'"

He did ask: where? Marshall and production designer John Myhre went to Japan, visiting the key spots mentioned in the book: the Sea of Japan, the actual tea houses, the stream where Chiyo meets the Chairman. They filled out the permission forms, but eventually discovered that the authorities, too polite to say no, were also reluctant to say yes. By this time Marshall and the producers realized both that Kyoto would need a makeover—take down the telephone poles, blot out the modern traffic—and that to shoot there would cost a fortune they didn't have. They settled for a few choice exteriors, most of them in the early section of the film when the girl Chiyo meets the kindly Chairman: Kyoto's orange torii gates; a covered bridge on the grounds of a shrine (whose head monk balked until he saw Watanabe speak about the film on TV); and the temple where Chiyo makes an offering (the head monk there granted access because he was a fan of Chicago).

The hanamachi—the geisha quarter of Kyoto—was built on a ranch an hour north of Los Angeles in Ventura county, where more than half the film was shot. The cultural mélange was clear from the first day, when Watanabe said a traditional Buddhist prayer to bless the project. The translators and dialogue coaches worked overtime, since only Yeoh spoke English fluently. "It was amazing to hear them speaking English on set," she says, "but not be able to speak the language to them off set." Marshall had the same challenge directing his stars. "I'd be speaking and I'd hear a Japanese and a Chinese interpreter speaking at the same time," he recalls. "It sounds insane but it became natural."

The question of possible tensions between Gong Li, 39, and the 26-year-old Zhang (once known, cattily, as "the little Gong Li") had concerned the film's producers enough that they spoke with the actresses' representatives about it beforehand. Not a problem: the two were cordial. "People worry about it too much," laughs Gong Li. "Great actors can work nicely together. If she is a great actor, there is no problem." Zhang spoke more warmly of Gong Li: "She's so gorgeous, and she's made so many good movies. I'm so happy Geisha gave me the chance to work with her. And we really have chemistry. I can feel that."

Indeed, the whole movie is a lesson in acting chemistry. Ohgo brings an elfin gravity to the first 40 minutes of the film. Momoi is a cunning, cynical presence as the okiya's boss. Yeoh gets a chance to display her grace and wisdom as well as her womanly strength. Zhang blossoms persuasively from a girl of 15 to a woman in her early 30s, and Watanabe lends his warmth and aristocratic machismo to the Chairman. But it's Gong Li who strides away with the picture. Her stiletto stare can burn in passion or turn on a rival with Freon fury. Facing that implacable gaze on the set, one child extra started sobbing and had to be replaced.

Tears were plentiful during the shoot. For Hatsumomo's final, incendiary face-off with Sayuri, Gong Li stayed on the set for a whole day, crying, never getting out of character. "I worked my heart out for it," she says. "I really worked my heart out." Marshall recalls that "Hour after hour, as people worked around her, lighting and moving cable, she stood there weeping, because she couldn't leave that feeling. I've never seen anything like that in my life."

That was the actress' last scene, but she couldn't let go. "When Rob Marshall announced that I had wrapped my role and was leaving, all of a sudden I didn't know where to go, I felt like it wasn't enough, like I hadn't finished." After the wrap she asked Marshall to go to the okiya set with her. They held hands, walking from room to room, never speaking. Marshall says she wanted to say goodbye to the character, with him.

Zhang says she too cried every day: "Playing her was my most emotional role." And Yeoh, in mock exasperation, says, "Everyone else got to cry. But Mameha couldn't. She was always in control. The mask was maintained the whole time. All my crying was off-camera. After Rob would cut the scene, I'd have to go to the side to let it out." She credits Marshall with guiding the actors into a true ensemble. "He is very much like Mameha," she says. "He is playing a chess game. He knows all the moves and the countermoves. I used to say to him, 'You're like silk and steel.' He has a very tough interior. But a director has to be that way."

Spielberg has a pretty good idea of how directors have to be, and he has high praise for Marshall. "When I saw Rob's version of Geisha," he says, "I realized that he was a much better choice than me. The pauses, the looks of the characters, were all little moments of directorial authorship. The close-ups of the hands in pouring the tea. The shots of the geishas' kimono trains wriggling like the tail of a fish through a stream. Rob took the liquid metaphor of the water in Sayuri's eyes and created a river of images. It seemed to be planned by the heart. But it was planned. He had a picture in his mind, and he fought until the picture was on film."

The director of a film like this needs to fight like Hatsumomo, have the teaching skills of Mameha and the generosity of the Chairman. He must possess the grace and showmanship of a great geisha. And Marshall has it all. "The very word geisha means artist," Mameha tells her star pupil. "And to be a geisha is to be judged as a living work of art." That definition suits the film as well. Geisha is a geisha: a living work of art that elegantly entertains us for a few hours, then vanishes into the night, taking our beguiled hearts with it.

• Richard Corliss | Los Angeles
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