First the flaws: 1) The Headmaster is too broad a character. When he mounts the podium at the beginning of the school year, the stern and set expression on his face sets him off as a hidebound traditionalist and curmudgeon. He is the obvious villain here. No free spirit - like Mr. Keating - will last long under him. 2) We viewers are not prepared for Neil's suicide. Through most of the movie he comes across as a well-adjusted seventeen year old. He gets along well with the other boys. He is a natural leader. His penchant for acting appears to stem from serendipity, young male exuberance, and fun. Despite his martinet of a father he does not lie in bed long hours brooding, nor does he ever come across as depressed or manic. So when his father threatens to withdraw him from Welton after his successful debut in a Midsummer Night's Dream, he might argue with his father or turn sullen, but it strains credulity that he would go to directly to suicide. Now the qualities: 3) The production values are excellent. The location is idyllic - New Castle, Delaware is as elegant in reality as it looks in the film. The cinematography is gorgeous, at times lyrical. And the period details are right - like the boys smoking whenever grownups are out of the room - without being forced. 4) I particularly appreciated the acting of Neil's father. He has probably grown up under humble circumstances, and through enormous self-discipline, long hours and weekends of hard work, and seizing the rare opportunities that have come his way, has achieved modest financial success and comfort. At least once he tells Neil how much he has sacrificed for Neil's education at Welton. Neil's a good kid; he's getting straight A's. Like so many fathers in real life this father can't understand his adolescent son. His threat to withdraw Neil from Welton and send him to military school is so extreme it borders on the implausible. I fault the script, not the acting.