This film is "2001's" bizarre twin. I do not think that there has ever been a more beautifully filmed movie… and for good reason. Nearly every scene in this film is based on a classic painting with amazing LIGHT and COLOR. Kubrick replicated or emulated works by Vermeer, Rembrandt, Watteau, Constable, Fragonard and I believe Velasquez. Each scene is so beautifully set it's unbelievable. I have read that Kubrick comissioned the development of special lenses so that he could film by candlelight and natural low level light. He cast Ryan O'Neal back when he was still good-looking and drop-dead gorgeous Marisa Berenson as the leads… or more appropriately, pretty people for the pretty pictures. He then sort of hung this beautiful tableau on a minor Thackery "Rake's Progress" kinda story. It's long and slow-paced (like most of Thackery), but the plot and the actors and the dialogue do not matter one bit. This is a great film because it is a great FILM, a monumental visual experience. Turn off the part of your brain that says "Hurry UP!" Having said that, the visual impact of this film will be entirely lost on video, and I do not think that hi-def or Blu-Ray will make up for the fact that it is not up there 30 feet high by 60 feet wide on a movie screen. Sometimes analog is better.