IN HIS NOTES on his new film Ride with the Devil, Ang Lee, the Taiwanese-born but American-educated director, explains why he chose to make a Civil War epic: "It seemed to me that so much of the world was becoming Americanized, and I realized that the American Civil War is where, in a way, it all started." For Lee, the Civil War was not just a "Yankee victory," but a "victory for a whole new way of life and thinking," which had a profound effect not only on the character of modern American society, but also the world.

The Civil War marked the end of America's pastoralism. By this I mean the end of this nation's status as a pre-modern society consisting of a small rural aristocracy lording over a large enslaved or indentured population -- a world where everyone knew their place. All modern societies have these early worlds, and often turn to them nostalgically, saying, "Now look at how confused and crazy today's democratic society is! Nothing is in order here, nothing is clear. But back in the days of kings, queens, and landowners, the world made sense; life had meaning and structure."

For Ang Lee, the end of America's pastoralism is not a point of nostalgia (as it was for Gone with the Wind and Birth of a Nation), but a point of great social transformation and personal opportunity: "The Civil War was not only a physical war -- blood and guts -- but also a personal war, one which led to a new world: the world of democracy and capitalism." It is this appreciation for both the wider and more intimate implications of breaking with a long tradition that makes Ride with the Devil the most rewarding Civil War film I have ever seen. Based on the novel Woe to Live On, the movie boasts a complexity one usually associates with a novel, but which most adaptations never achieve.

Taking place in the border states of Kansas and Missouri, Ride with the Devil begins with two friends -- Jake Roedel (Toby Maguire), the son of a poor and hard-working German immigrant, and Jack Bull Chiles (Skeet Ulrich), the aristocratic son of a landowner -- joining a Southern-identified civilian militia called the "Bushwhackers" to revenge a bloody deed committed by marauding Union soldiers. While in this rough and rugged outfit, they meet an elegant rake named George Clyde (Simon Baker), who has a close friendship with a taciturn black man named Daniel Holt (Jeffrey Wright). During the winter, these four men station themselves as lookouts in a dirt cave, which is visited by a nearby war widow (Jewel) who feeds and entertains them. When spring returns, they go back to the Bushwhackers, but things are no longer the same -- there's more in-fighting, classism, and racism, because everybody is beginning to realize the South will lose the war.

The eventual loss of Jack Bull Chiles and George Clyde results in Roedel and Holt (who becomes more vocal in the second half of the film) forming a profoundly close bond. Free from the shadow of their respective friends/masters, they realize that they have a lot in common, that they are outsiders in this rogue and vehemently racist militia. In a way, Jewel has also been liberated by the death of her husband/master, who was a Confederate soldier. At the end, all three of them -- the woman, the black man, and the immigrant -- ride off into the modern era.

Ride with the Devil is not only structurally complex; Ang Lee pays such close attention to detail that one soon stops looking for anachronisms or irregularities and just sits back to watch the film with full faith in the storytelling. The cinematography by Frederick Elmes, of Blue Velvet fame, is also remarkable, with spectacular widescreen shots of big and very graphic battle scenes. I must praise Ang Lee for one more thing (and this film deserves a lot of praise): To conclude his film, he has a grand shot of a black man riding off alone into the sunset. I don't think anyone else has ever done this before. Anyway, it is the perfect ending for this great American movie.

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