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By JAY WEISSBERG

A bevy of resolute gals go undercover against the Nazis to conceal Allied plans for the D-Day invasion in "Female Agents," an old-fashioned period adventure that radiates star wattage but doesn't exactly shine in the script department. A sort of "Girls With Guns 2" for helmer Jean-Paul Salome, pic has a slick look and exciting WWII setting that help plaster over its generic feel and generally one-note perfs ("Look determined!" must have been Salome's chief instruction). Name cast and Gauls' fondness for Resistance tales should result in stellar B.O. on release March 5, with certain reach into Francophile markets worldwide.

Plot was inspired by heroic partisan leader Lise Villameur, though pic conflates fictional main character Louise Desfontaines with the real Villameur and changes the latter's story significantly. Still, as a popular tribute to the tenacity and bravery of these often unsung Resistance heroines, pic deserves its fair share of salutes.

A nicely shot ambush scene in a steamy French train station segues into the arrival of Louise (Sophie Marceau) in London, where she has a rendezvous with her brother Pierre (Julien Boisselier) and is given orders by spymaster Maurice Buckmaster (Colin David Reese) to round up some female agents. Their mission: Rescue a wounded British geologist (Conrad Cecil) from a hospital in occupied France before the Nazis figure out who he is and torture him for information on D-Day.

Recruitment for this dangerous assignment isn't easy, making blackmail necessary. First on board is tough prostitute Jeanne (Julie Depardieu), followed by young explosives expert Gaelle (Deborah Francois) and, finally, showgirl Suzy (Marie Gillain), whose former relationship with a Nazi officer makes her unwitting bait. Parachuted into France, they meet up with Jewish Countess Maria Luzzato (Maya Sansa) and together rescue the geologist just as he's being tortured by order of Col. Heindrich (Moritz Bleibtreu).

Escape isn't so easy, and with Pierre and Gaelle captured, the agents must work to outwit the Germans and pluck off the colonel. A subway-station scene reps pic's most skilled moment, as sightlines intersect and the ensuing gun battle foils plans and further reduces numbers.

Though its main focus is on Louise, the film is really an ensembler with only the most basic, broad-stroke characterizations. Jeanne is the hard-nosed hooker looking to bail until she's converted to the cause; innocent Gaelle is sustained by a faith echoed in an unnecessarily sappy coda; lovelorn Suzy musters the courage to turn Mata Hari. Script isn't nuanced enough to avoid a deja-vu feeling.

Keeping her face in a fixed expression through most scenes, Marceau (also in Salome's "Belphagor") plays best when confronting the underlying tensions between Louise and Pierre. Bleibtreu makes a less stereotypical Nazi in a perf that would sit comfortably in wartime romances from the period. English thesps recite stilted lines more in keeping with BBC takeoffs than proper dramas.

WWII flavor is handsomely captured, combining richly textured studio shooting with location work (including real Paris boulevards draped in swastikas). D.p. Pascal Ridao (also on Salome's "Arsene Lupin") catches the look of '40s color newsreels, but elsewhere, rooms appear to be swathed entirely in mist, like a poor imitation of Alexander Sokurov. A monochrome scene in an English pub overdoes the filters.

Camera (color), Pascal Ridao; editor, Marie-Pierre Renaud; music, Bruno Coulais; production designer, Francoise Dupertuis; costume designer, Pierre-Jean Larroque; sound (Dolby DTS), Laurent Poirier, Vincent Guillon; assistant director, Serge Onteniente; casting, Stephane Foenkinos. Reviewed at Berlin Film Festival (market), Feb. 8, 2008. Running time: 116 MIN.

With: Vincent Rottiers, Volker Bruch, Robin Renucci, Xavier Beauvois, Colin David Reese, Juergen Mash, Conrad Cecil, Alexandre Jazede, David Capelle, Wolfgang Pissors, Chantal Garrigues, James Gerard, Edward Hamilton-Clark.
(French, German, English dialogue)