"WE WORK for God," says one of the chichi guests at the boating party that serves as background for most of the action of "The Cat's Meow," an engaging and at times thought-provoking drama of historical speculation from director Peter Bogdanovich. He isn't, as it turns out, talking about religion.

The wisecrack is actually a reference to publishing magnate William Randolph Hearst (ably played as a scary, insecure freak by Edward Herrmann), a man so powerful and paranoid in the film's view that he has his boat rigged with peepholes and listening devices to spy on his mistress, staff and friends. Correction: Someone like that doesn't have friends. When you're that rich, everyone is an employee, or a potential one.

At least that's the message of this movie, a satisfying directorial comeback by Bogdanovich, who in recent years has been helming TV movies in between such acting stints as his recurring role as a psychiatrist on "The Sopranos."

The smart script by writer Steven Peros, based on his stage play, feels like one of Agatha Christie's large-cast whodunits, minus any real mystery. It's more a question of when, not who. Set during a weekend-long birthday celebration on Hearst's luxury yacht, it's a tale made all the juicier by the fact that its premise -- murder most foul -- might well have happened in real life.

Based on long-whispered rumors of what went on that fateful November weekend in 1924 (of the dozen or so guests that set sail, one came back on a stretcher), "The Cat's Meow" takes the theory that one of the world's wealthiest men was also a mentally unstable bully and runs with it.

At the top of Hearst's guest list is movie star and director Charlie Chaplin (a fabulous Eddie Izzard), whose ill-advised flirtation with Hearst's lover, actress Marion Davies (Kirsten Dunst), sparks Hearst's suspicions -- and much of the film's heat. Also on the trip are novelist Elinor Glyn (Joanna Lumley), gossip columnist Louella Parsons (Jennifer Tilly), pioneering film producer Thomas Ince (Cary Elwes) and his own mistress, Margaret Livingston (Claudia Harrison).

Peros's dialogue is catty and incisive in the way that only beautiful, flawed people talk; and the plot, despite an atmosphere of cabin fever that betrays the film's roots on the stage, is filled with delicious behind-the-scenes machinations by film, newspaper and business types. The question of who's doing whom, and who's about to be made or broken for personal or professional gain, keeps the action rolling and the audience involved despite some rather obvious foreshadowing (early on, Hearst pulls out a gun and shoots a harmless sea gull).

An elegant drama about power and its frightening uses, "The Cat's Meow" is the bee's knees.

-- Michael O'Sullivan

THE CAT'S MEOW (PG-13, 112 minutes) -- Contains obscenity, drug use, a shooting and sexual themes. At the Cineplex Odeon Janus 3, Landmark Theatres Bethesda Row Cinema and Cinema Arts Theatre.

Edward Herrmann, Kirsten Dunst, Eddie Izzard and Joanna Lumley in "The Cat's Meow."