The story, set in New Orleans' Storyville in 1917, just before the end of legal prostitution, centers around Violet's becoming a prostitute and her relationship with photographer Ernest J. Bellocq (played by Carradine and based on a real life character). Despite the dark subject matter, there are moments of lightness, especially in reagrds to Violet's relationships with the older prostitutes, and there are many colorful secondary characters. Louis Malle directs expertly and there many arresting scenes. Especially chilling and central to the entire movie is the scene where Violet's virginity is auctioned off to a bunch of disgusting old men. Her subsequent deflowering is off screen and there is a shot of two little girls listening outside the room. Disturbing, creepy, and absolutely brilliant.
The best thing about this movie though, besides Brooke Shields' fine performance and Louis Malle's directing, is the exquisite cinematography of Sven Nykvist. Too much can't be said of the talent of Nykvist, who has an impressive body of work. He collaborated with Ingmar Bergman throughout the 1960s and continued that partnership in the 70s and 80s, winning an Oscar for "Fanny and Alexander" in 1982. His work for Louis Malle is no less impressive, giving New Orleans' Storyville district a distinct glow, yet with a feeling of gritty reality. It made the film a joy to watch, despite the sometimes ugly subject matter. Now I want to see all of those Bergman movies.