Dir: James Ivory. US. 2005.135mins.

The finale to director James Ivory's longcollaboration with producer Ismail Merchant (who diedlast May, just as the film was being completed), The White Countess is an intimate period romance given historicalsweep by a script from The Remains Of TheDay novelist Kazuo Ishiguro.

The tentative love affair atthe heart of the story is too restrained to produce a big emotional punch, butthis graceful drama set in pre-World War II Shanghai delivers in other ways -most notably with an engrossing central performance from Ralph Fiennes andseductive camera work by Hong Kong-based cinematographer Christopher Doyle.

Like some other recentMerchant Ivory productions, the film won't be an easy sell at the box office.In the US, where it gets a limited launch through Sony Pictures Classics on Dec21, it will have to compete with a number of other period dramas, among them Memoirs Of A Geisha.It may also suffer from following several other Fiennes projects, including The Constant Gardener, into themarketplace.

Independent distributors interritories outside the US may be able to find less competitive release slots.And they may be able to get more PR mileage out of an impressive cast that,besides Fiennes, includes three members of a British acting dynasty - NatashaRichardson, Vanessa Redgrave and Lynn Redgrave - as well as Japanese star Hiroyuki Sanada.

In its story of two peopleleft behind by history, Ishiguro's original screenplay echoes some of thethemes of The Remains OfThe Day (which in 1993, adapted for the screen by Ruth Prawer Jhabvala, gave MerchantIvory one of its biggest hits).

Fiennes' Jackson (firstnames rarely come up in the film's rigidly formal universe) is a former USdiplomat who was tragically blinded and now snores his way through businessmeetings before touring the lowlife bars of a cosmopolitan city threatened bothby civil war and invasion from Japan.

Richardson's Sofia is aRussian noble forced by the Bolshevik Revolution to flee to China with a familyincluding her young daughter, her elderly aunt (Vanessa Redgrave)and her spiteful mother-in-law (Lynn Redgrave).

The two outcasts meet in thebar where Sofia works as a taxi dancer: soon Jackson has persuaded the WhiteCountess to act as hostess in - and lend her title to - his own newly-opened nightclub.

As the situation in theworld outside becomes more perilous, Jackson and Sofia find emotional refuge inthe popular new club - a less raunchy, Chinese version of the politicallycharged nightspot in Cabaret - andstart to bridge the distance that they've agreed to maintain for professionalpurposes.

Ishiguro's script is notalways successful in integrating the personal drama with the historicalbackdrop and in the film's closing sequence it comes dangerously close toromantic cliche. But it does spin out some intriguing mystery involving Jacksonand his Japanese acquaintance Mr Matsuda (Sanada,from both Japan's The Twilight Samuraiand Hollywood's The Last Samurai).And Ivory's direction is as poised as ever (though he too seems a little unsureabout the sentimental climax).

All the performances areenjoyable, but Fiennes proves the stands out - and not just because he does aconvincing job as a blind man. Rather, there's a strange, almost Jimmy Stewartquality to Jackson that makes the character's disillusionment with thepolitical world around him all the more telling.

Working with Ivory for thefirst time, Doyle gives the film the kind of irresistibly romantic look hecreated for Wong Kar-wai's In The Mood For Love and 2046. He also introduces a moreadventurous shooting style than is usually seen in Merchant Ivory projects,punctuating the elegance with slightly unsettling moments. It might also getDoyle, who has previously shot mostly Asian films, some awards seasonrecognition.

Doyle and Ivory also deservecredit for impressive and convincing large scale sequences - like the escape ofrefugees from Shanghai harbour when the Japanese finally attack - that make the$16m film look a lot more expensive than it was.

Production companies
Merchant Ivory Productions
Shanghai Film Group

US distribution
Sony Pictures Classics

International sales
Global Cinema Group

Andre Morgan
Andreas Schmid
Marcus Schofer

Ismail Merchant

Paul Bradley
Richard Hawley

Kazuo Ishiguro

Christopher Doyle

John David Allen

Production design
Andrew Sanders

Costume design
John Bright

Richard Robbins

Main cast
Ralph Fiennes
Natasha Richardson
Vanessa Redgrave
Lynn Redgrave
Allan Corduner
Hiroyuki Sanada