It is Shangai sometime before WWII. Ralph Fiennes is a blind American, Jackson, who was once a diplomat, but is now, from what little the movie will reveal to us, a consultant to an American business, known only as "the Company." It becomes quickly obvious that he is jaded and disillusioned, and becoming a nuisance to his firm, as he sleeps through meetings, drinks too much, and is plainly irascible.

Natasha Richardson plays a Russian woman, Sofia, who lives with a family that has fallen on bad times, in a cramped apartment. At night she dresses up and goes to a nightclub, where she makes her living as an up scale B girl. She has a daughter, but the rest of the family seems to want to keep them apart, as if the mother is tainted. We slowly pick up that they view her job with distaste and, while living solely off her earnings, want to keep themselves and her daughter away from any of the embarrassment of her job rubbing off on them. The sister in law seems especially possessive of the child, possibly because he reminds her of her dead brother. To all of this Sofia is strangely passive.

We then find out that the family is an aristocratic family, forced to leave Russia, trying to get to Hong Kong, where presumably the British and other Russian ex-patriots will welcome them for what they were, and not for what they have become. Natasha is a countess, of the group that were known as white Russians: those who opposed the communists.

Fiennes finds out her secret and is intrigued. He has a dream: to open a special nightclub where Natasha can hold court as a hostess. He puts all of his money on a horse race and wins and opens the club.

The relationship between the two is proper and, at Fiennes insistence, distant. He makes it clear he wants to know nothing of her private life, and wishes to share none of his own. He is not only physically blind but wants to turn his back on the realities of the world, hoping to create the world of his choosing - inside his own head. With a mysterious Japanese mentor he creates the world that is outside his club inside it, by filling it with people of the same diversity as are about to clash on the outside. He picks his women like an aficionado, his bouncers like a coach, his musicians according to his own esoteric tastes.

As a World war is looming we know his private dream world will be shattered. Will the couple's relationship bloom before it is too late? The catalyst is the daughter who, as a child, sees straight to the heart of the matter. If her mother's boss is "so nice," why does she ignore him in public? But neither is willing to let go of the past that haunts them, and so they allow the child to slowly entangle them.

Then the Japanese attack, and the Countess's family decides to skip to Hong Kong on a boat, with the $300 that they have pressured her to get from Fiennes. They don't care what she has to do to get it, and they'll look down on her for doing it anyway, but they'll be safe. Then the real perfidy of her mother-in-laws intent becomes clear. The countess has to stay behind, because, if they are to get back into society, she would be a mill stone around their necks. Worse they will take her daughter with them.

Ralph Fiennes is the American, whose guilt has shattered him. The two Redgrave sisters (Vanessa and Lynn) do excellent work at creating a dysfunctional, morally vapid, family, that Natasha (Vanessas daughter) cow tows too. It's nice to see Liam Neeson's wife back in acting, as she really is the center piece of the movie. The movie's pace is slow, and nuance is everything. Both main characters are such that I wanted to shake them, but then that is the point: passivity and guilt have crippled them. The film was actually filmed in Shangai, one of the pluses of the end of the cold war. A cast of thousands who don't have to be paid scale.

It took the last 30 minutes for me to fully appreciate this film. That's because the first 105 minutes are very, very slow. If it weren't for the wonderfully rich visuals, I might not have stuck with this story. Obviously, I'm glad I did because the story snapped out of its doldrums and, at the same time, wrapped up everything nicely leaving the viewer (at least, me) very satisfied. But - a warning - as mentioned, you must have a lot of patience to make it to that rewarding conclusion.

I just marveled at the cinematography, the great sets, the muted and beautiful colors that seem to be the trademark of these magnificently-filmed "Merchant and Ivory movies." I am speaking of course, of James Ivory and Ismail Merchant, director and producer, respectively. That's a team that will sorely missed by we fans of their films. (Merchant died recently, making this the last of their collaborations.) That collaboration includes writer Kazuo Ishiguro who wrote this movie. These three guys all worked on "The Remains Of The Day," one of my all-time favorite movies and books.

This Ishiguro story is set in mid-to-late '30s in Shanghai. Ralph Fiennes plays a blind American, "Todd Jackson," an ex-diplomat who wants to get away from politics and run the nightclub of his dreams. He has the whole place mapped out in his head. Natasha Richardson ("Countess Sofia Belinskya") is a high-class escort-service-type woman working in a lower-class bar who unselfishly sacrifices her dignity to help support her unappreciative family. Todd and Sofia meet one day in that bar, he is extremely impressed with her, and later hires her to run his new place, called The White Countess, once it's opened. Along the way, Todd meets a Japanese man "Mr. Matsuda," who we find out isn't the altogether nice guy we thought he was, as it's revealed trouble always follows him.

In the end, this drama comes to life as the Japanese overrun the city and everyone flees for their life. Sofia's family tries to leave without her. The countess desperately goes after them because that family includes her precious young daughter. Fiennes realizes, at the last minute, he doesn't want to live life without Sofia and she he tries to find her among all the chaos. It's a very suspenseful ending.

In you enjoy classy-looking films, character that you wind up caring about, and a drama that is rewarding, this is a film not to miss. I'm afraid it didn't get much notice, at least not like the other Merchant-Ivory films, which is a shame. The last I saw, this was mixed in with garbage films selling for $2 at the video store. What a shame!

This is an underrated, under-publicized and beautiful movie.

Ralph Fiennes and Natasha Richardson make an unlikely pair of first business partners then lovers in The White Countess. Richardson in the title role is an exiled Russian countess who couldn't make it west to places like Paris, so they went east and she wound up in the foreign quarter of Shanghai.

One has to remember that before 1949 all the western powers and Japan had carved out spheres of influence for themselves where their law was supreme. No Chinese government was able to do anything about that since the British made the first move with the Opium War of 1841.

It is here that Ralph Fiennes a blind American former diplomat has made his home. He's pretty much disillusioned with the world and what western imperialism has done to it. It's his ambition to own an elegant place like Rick's in Casablanca where the rude awakenings of the world he helped make can be kept outside.

Part of that plan is that he needs a woman of class to front for him and who better than a Russian Countess who like the rest of Russian aristocracy supported the Whites against the Reds and lost all. She's doing what a girl has to do to survive and support her family. But Richardson does it ever so elegantly.

I'm sure the current Chinese government was more than willing to have a foreign film company shoot a film in Shanghai showing a bad period in their country's history. Old Shanghai is marvelously recreated by the Merchant-Ivory team.

This was a Redgrave family project with mother Vanessa and aunt Lynn to Natasha Richardson appearing as other Russian White exiles. Soon two of them would no longer be with us.

Fiennes and Richardson give some finely etched performances as people who need each other professionally and personally to make it from day to day. They are an unlikely pair, but who's to tell them?

Not the best Merchant-Ivory film, but pretty good.