I should have loved this movie. It is an enchanting, romantic, understated, proper English comedy set in 1937 in Northern Italy, primarily at an elegant seaside resort in beautiful Lake Como. Miss Bentley (Vanessa Redgrave) is a middle-aged British spinster. She is lively, pretty, friendly, and open to love. She happens across a middle-aged stuffy major in the British army (Edward Fox) at breakfast on the terrace one beautiful morning and they begin a friendship, much to Miss Bentley's glee. Enter a young American woman, an exuberant and flirty nanny, Miss Beaumont, played by Uma Thurman. These are the main characters. The film is intended to be witty, charming, lovely, and understated. It succeeds - to a degree. The charms of Lake Como for the 1937 upper-class are quite evident. The women's costumes are sheer and flowing, and the lines are long and sleek. The gentlemen are stylishly casual with ascots and dress pants. The sun is shining and the landscapes are lush. But there are problems: the pace is far too slow; Vanessa Redgrave is too old to act like a skipping, frolicking, school girl; Edward Fox as Major Wilshire is not appealing in any way; and Uma Thurman is just there, attempting to be coy and cutesy, but failing, in my opinion. All the elements for a wonderful story are present, but they are not achieved because of the miscasting of all three characters. I'd like to see it again, exactly the same, except with Helen Mirren, Christopher Plummer, and Scarlett Johannson.