If Charles Dance hadn't been the perfect, slightly crotchety, dashingly attractive and aristocratic Maxim de Winter, I wouldn't have even given this 2 stars. Well, okay, the period sets and costumes *were* wonderful, Manderley *was* luscious, and the cold, crashing sea around Manderley gorgeous and ominous! But beyond that ...<br /><br />I think my main problem is with the Emilia Fox as the second Mrs. de Winter. She seemed colorless, insipid and wimpy and lacked what I'd always believed was an essential sweetness which originally attracted Max. Occasionally the chemistry between Fox and Dance was good, especially the marriage bed scenes, but overall the direction and performance created a second Mrs. de Winter that made little sense to me.<br /><br />Also, Diana Rigg's much-touted performance left me cold; although, to be fair, in both her case and Fox's, I suspect that a large part of the problem was in the script and direction, which tended to be cadenced and lingering to the point where it seemed contrived to me.<br /><br />And, sigh, at a certain point Frith's villainy became a bit over the top, and he habitually hit the same note again and again, the same facial expressions, the same sneer, the same smarmy charm, all of which was very effective in his first scene, but didn't wear well with repetition.<br /><br />Essentially, I spent most of the movie, a retelling of a favorite story of mine, checking my watch to see how much longer I needed to endure it.