In the Paris of 1900, an aging courtesan (Michelle Pfeiffer) embarks on a casual affair with the 19 year old son (Rupert Friend) of a another aging courtesan (Kathy Bates). But the casual affair turns into six years whereupon the boy's mother arranges a fixed marriage for the boy with the daughter (Felicity Jones) of yet another aging courtesan (Iben Hjejle). Based on two novels by Colette (it was previously done as a play with Kim Stanley and Horst Buchholz), the director Stephen Frears and the writer Christopher Hampton of DANGEROUS LIAISONS (which also starred Pfeiffer) have fashioned an elegant and witty film that somehow misses its mark. Physically, it's a very handsome film what with Alan MacDonald's exquisite production design and Consolata Boyle's gorgeous costumes and Pfeiffer gives a wonderfully textured performance. But Rupert Friend, who I liked in MRS. PALFREY AT THE CLAREMONT, is such a nonentity here that Pfeiffer seems to be acting in a vacuum. When she pines for him, you wonder why bother? Without the heat, Friend's cipher like presence capsizes what should have been a marvelous film. Still, there's more than enough that's worthwhile to recommend it. The peerless score is by Alexandre Desplat. With Anita Pallenberg and Frances Tomelty.