Dir: Kei Kumai. Japan. 2002. 119mins.

Based on a script by Akira Kurosawa, The Sea Watches (Umi wa Miteita) tries for a Kurosawa look, using the master's continuity drawings and production notes in telling its story of 19th-century era prostitutes. The director, however, is Kei Kumai, a veteran known abroad for such films as The Sea And Poison, Death Of A Tea Master and last year's Darkness In The Light. Rather than make a Kurosawa film by proxy, Kumai has brought his own directorial personality to the project, using several key staff members from his previous films. While lacking the intensity and sweep of the best Kurosawa, The Sea Watches hits strong emotional notes, while bringing its period to vivid, particular life - both Kurosawa specialities. Also, instead of his usual ponderousness, Kumai directs with a lighter touch that should be more pleasing to international audiences. In Japan, the film was pushed back from its original June date so it would not be trampled by overseas blockbusters and the World Cup. The Sea Watches eventually opened there on 136 screens last Friday, taking $300,000 (Y36m): not bad given that Kurosawa's later films received a distinctly lukewarm reception.

Based on two short stories by Shugoro Yamamoto, The Sea Watches features women as its central characters and a star-crossed romance as its dramatic focus - both rarities in the Kurosawa filmography. But the film's message - that the nobility in human beings can triumph over circumstance, if not always nature - is classic Kurosawa.

The time: the early decades of the 19th century. The place: a pleasure quarter in what is today central Tokyo. A young samurai (Hidetaka Yoshioka) falls in love with Oshin (Nagiko Tono), one of the prostitutes of the quarter. A tolerant sort, he is unfazed by her lowly status and occupation. Oshin imagines marriage, while Kikuno (Misa Shimizu), a veteran of the trade, warns her never to lose her heart to a john; the only thing Kikuno really trusts is money.

Nonetheless, to help Oshin win her samurai, Kikuno and the other prostitutes in the house volunteer to take her clients, so she can 'cleanse' her body in preparation for wedded bliss. Reluctantly, Oshin agrees - and disaster, predictably, strikes. All is not lost, however: Oshin still has her 'sisters', as well as a young man, Ryosuke (Masatoshi Nagase), who comes from her class and is more passionate than the complacent samurai. But before they can unite, a typhoon intervenes. What, if anything, can survive this most perfect of storms'

Production designer Takeo Kimura's meticulously researched period sets reproduce the look of old Tokyo down to the last guttering paper lantern, while cinematographer Kazuo Okihara's rich, burnished colors create a timeless atmosphere reminiscent of Kurosawa's best late-period work.

Among the cast, Misa Shimizu (Okoge, The Eel, Warm Water Under A Red Bridge) shines as Kikuno, bringing a gritty pathos to what could have easily been a whore-with-a-heart-of-gold cliche. In her last scene, saying farewell to Oshin against a star-filled sky, she gives us a true Kurosawa moment, full of wonder at the beauty of life, sadness at its transience. A worthy coda to a career that is among the most distinguished in the history of film.

Prod cos: Nikkatsu, Sony Pictures Entertainment, TV Tokyo, Intervision, Sammy, Maru, Sony PCL, Sony Cinematheque, AIA, Nihon Road Service
Japan dist: Sony Pictures Entertainment Japan, Nikkatsu
Int'l sales: Nikkatsu
Exec prod: Masaya Nakamura
Prod: Naoto Sarukawa
Scr: Akira Kurosawa
Cinematography: Kazuo Okihara
Prod des: Takeo Kimura
Ed: Osamu Inoue
Music: Teizo Matsumura
Main cast: Misa Shimizu, Nagiko Tono, Masatoshi Nagase, Hidetaka Yoshioka