though it is a fine piece of filmmaking , there's something about elizabeth . . . that left me a bit cold , and i think it is something that bugs me quite often in films , particularly these days ; i just didn't care about the characters . to me , the first and foremost job of a filmmaker is to create characters ( be they imagined or historical as the case may be ) that the audience gives a hoot about . and though elizabeth works well on many levels , it falls short of excellence because of that very reason . elizabeth takes place in england in 1554 , as queen mary , half sister of elizabeth and a monarch on the side of catholicism is dying . before she dies , though , she cannot bear to sign a document which would condemn her half sister to death because of her heretical protestant beliefs . as a result , amidst much anger within the council , elizabeth becomes the queen of england . the film chronicles her rise to power as she fights for a unified church of england and tries to bring order to her personal and political life . much of the film deals with elizabeth's love for lord robert , a mysterious man who thrusts his lordship onto many a woman as he continues to proclaim his love for the queen . there is much ado about her lack of a husband , and political pressures from spain and france enter into the equation . the problem with the film lies with this as its centerpiece , as love interests are such a character driven element . i didn't much care about the characters ( perhaps aside for elizabeth who is played quite well by blanchett ) and so i didn't have much interest in who would join her in her nuptials . the cast is rounded out well with the marvelous rush who plays the queen's most loyal advisor , sir francis , and attenborough as a well-meaning but old-fashioned lead council . why then , you must be asking , do i recommend elizabeth ? simply because it is the result of a perfect pairing of director and cinematographer . kapur and his cinematographer remi adefarasin ( neither of whom i have heard ) create a beautifully realized piece of filmmkaing from the technical side . the light streams through each frame as in any painting from the period and beautifully captures the realistic light sources that would have been found in churches , cellars and castles in 16th century europe . each frame is rich with color contrasted with blackness or blown-out white light from windows . the costumes by alexandra byrne deserve a mention as they are such an inportant aspect of each shot . indeed , elizabeth is one of the most visually beautiful films of the decade , ranking with kundun and braveheart . watch also for the incredibly " godfather-esque " mass murder scene . it made me think in retrospect of the similarities between the two films .