The key characters are Sebastian and Catherine, two manipulative, spoiled rich kids. They both love using people, Catherine in an active, acerbic manner, and Sebastian, in a calm controlling one. These characters are played perfectly by Gellar and Phillippe. Gellar steals her scenes, and shows that she can effectively play a bitch for an hour and a half while Phillippe oozes of confidence in all of his actions.

The objects of their machinations, are two pictures of innocence. Cecile (Blair) is an innocent, but curious debutante daughter, and Annette (Witherspoon), a picture of virtue, who is saving herself for true love.

The transitions and games seem a bit forced at times, and Witherspoon never really seems comfortable in her role. I know she can play the innocence role, she did it wonderfully in Pleasantville, here, and she just never seems to get into it. Another key to this movie, as in every version, is the powerful conclusion; that is true here as well. The pieces of the puzzle, seemingly forced at times, all fit masterfully together for a strong ending to things. I’d also like to commend the filmmakers on the usage of music for the finale (Verve’s Bittersweet Symphony) It is a song that has been used in many commercials and such, but never more perfectly, and fittingly than it is here. Those who know the story will understand. This is one of the 90s touches that works well. Also, in a nod of tribute to the original, Swoozie Kurtz (mother in the first film) makes a cameo appearance as a put-upon shrink. It is basically a scene that has little to do with the plot, other than starting the ball rolling, and giving you a fitting introduction into everything and everyone.

The story is a tale of manipulation, and revenge, and the emotional power of both. It is a vivid vision of what goes around comes around. Some of the emotion, however, is lost in the updating. This obviously caused director Roger Kumble to feel the need to toss in some current event issues, like race and homosexuality, as icing on the story lines. Some of the scenes, such as a duel near end, lose a bit of their power in this aging. The point is still made, it just doesn’t have quite the wallop. Most of this movie is more like a slap in the face, rather than a breath stealing punch in the stomach.