Martin Scorsese's "The Age of Innocence" did not sweep at the Oscars back in 1994 as I had expected. "Schindler's List" and "The Piano" stole some of its thunder, not to mention the similar tale of repression, "The Remains of the Day." This film was also a major departure for Scorsese, who is known mostly for the whirling intensity of "Mean Streets" and "GoodFellas." What the hell is this raging bull doing making a film about the social class structure of the 1870's by way of Edith Wharton? Good question, yet Scorsese has proven to be diverse in the past, from filming concert footage of the Band to dealing with a feminist heroine like Alice from "Alice Doesn't Live Here Anymore." "The Age of Innocence" is ironically among Scorsese's greatest films, a sumptuous, delicate tale of repression and repressed emotional violence.

Daniel Day-Lewis stars as a New York lawyer, Newland Archer, who romantically yearns for the sexy, open-hearted Countess Olenska (Michelle Pfeiffer) despite his plans to marry her cousin, the childlike, innocent May Welland (Winona Ryder). But problems arise such as Olenska's unsettled scandalous divorce, and Newland's inability to cope with his deep feelings because of the strict class order of practically all of New York. People seem to repress their feelings because of fear of being ousted from family and friends - Olenska comes dangerously close to being one of these people. As a tearful Olenska says in one scene, "Does nobody want to hear the truth Mr. Archer? Everyone asks you to pretend." She then follows that line with: "Does nobody cry in New York? I suppose there is no need to."

I wasn't sure how Scorsese would direct this tale, or why he wanted to do it. This is a director who seems to deal with characters that let go of their emotions rather than keeping them bottled up. A tale of this kind is often handled by the Merchant Ivory production team or David Lean. I think it is finally the elements of tragic love, repressed feelings, and internal emotional violence that attracted Scorsese to the project, and he fuses these elements flawlessly. There are the minute, carefully chosen details such as the three-course dinners, manners of etiquette, and paintings that illustrate the bravado of certain characters, such as Beaufort (Stuart Wilson), a playboy that shames the family - his selection of nude paintings directly reflects his character. Not to mention the grandly ostentatious gossip-mongerer Mrs. Mingott (Miriam Margoyles), and her plethora of paintings of dogs and a savage "Last of the Mohicans" painting.

Scorsese brings this world alive as he did with the world of gangsters in "GoodFellas" - you almost feel as if you went back in time to a more innocent era. The cinematography by Michael Ballahaus captures every single nuance and is particularly attentive to subtle details, even in human behavior. There are throwaway moments that capture glimpses of character, such as May Welland making a quick glance at Newland when he says his goodbyes to Countess Olenska at Mrs. Mingott's house. There is also the tender, touching, underplayed scene where Newland is told by his son that May knew all along about his love for the Countess. Any other director might have played up the symphonic score or used distracting close-ups, but instead Scorsese films it in one long take and as a two-shot. Less is definitely more in terms of finding the right visual cues for this story.

The actors are all perfect and understated, probably more than they ever will be. Daniel Day-Lewis astutely captures Newland's longing and growing sense of desperation for what he cannot have. Michelle Pfeiffer is both sensual and far more pragmatic than at the onset - she magnificently captures Olenska's frail side and her need to be accepted, though her behavior is unconventional. But the biggest surprise is Winona Ryder, capturing the innocence of the title - the seemingly naive May Welland who provides the emotional center. Her frozen smile of recognition is haunting in the film, suggesting that she is far more knowledgeable of her surroundings than she lets on. There are also colorful supporting turns by the aforementioned Miriam Margoyles, Richard E. Grant as the sarcastic Larry Lefferts, Alec McGowen as the expert on gossip regarding all the families, and Michael Gough as the important head of the van der Luyden family, who orchestrate a formal dinner to matriculate Ole! nska into society.

There is so much to love and take in from this film that you have to see it more than once. See it once for the beautiful settings and the extraordinary camerawork, and the second time for the finely tuned acting and the emotions that threaten to explode in every one of the characters. A brilliant tragedy in the style of Orson Welles's "The Magnificent Ambersons," "Age of Innocence" will sweep you off your feet and it will stay with you.