Though the first third of The Emperor's Club plays like Dead Poets Society redux--genius teacher inspires emotionally undernourished trustafarians to excellence--the picture's trajectory is far subtler, and more troubling. Where one film was a crowd-pleasing paean to personal freedom, the other is an elegy to the passing of intellectual and moral rigor as a way of life. Where one was a character study, the other is a study of Character.

The Emperor's Club is about the price of shortcuts. In keeping with this theme, the story (adapted from Ethan Canin's "The Palace Thief") resists a conventional resolution in favor of a more insidious class commentary. The result is an expertly acted, gracefully measured film that examines the most abstract of human conditions, honor, and the very narrow sector of society in which honor is, or was, a matter of life and death.

Kevin Kline plays Mr. Hundert, an erudite historian teaching Western Civ at an elite, all-male New England boarding school. The time is the mid-'70s, when signs of obsolescence had begun to crack the façade of the prep world. The kids in Hundert's class are bright, docile, and devoted to their rigorous studies (can you name all the Roman emperors who succeeded Caesar?), showing no signs of rebellion. But rebellion comes, with the arrival of a senator's son whose unlikely but telling name is Sedgewick Bell.

Protected by his father's power and influence, Sedgewick makes it his mission to flout Hundert's authority. He mocks the Socratic utopia of the classroom and liberates the nerds, thereby taking on not only a teacher but an entire model of academic conduct. And as fate would have it (because character is fate, according to Hundert, by way of Heraclitus), the model--based on voluntary submission to hard work and higher standards--is too fragile to withstand the conflict.

This is the film's most artful subversion. Though we expect to be on the side of the rebel, director Michael Hoffman is interested in marking the value of what's being rebelled against, and mourning its absence from the modern ruling class. Hundert eventually tames Sedgewick, taking the troublemaker under his wing--but instead of bringing about a redemption, he gets burned, and watches the world he cherishes fade into antiquity. The price he pays is etched in a withering sadness that hangs masterfully on Kline's noble, wounded face. It's a private sorrow, but a deep one, because it contains the passing not only of a way of life, but of a time in history.

We've seen the conflict between upright teacher and wayward pupil before, but in The Emperor's Club it becomes an elemental metaphor for the passing of the old way. A subject that normally becomes laughable in the hands of Hollywood receives a rich and mournful autopsy.