1917. America is contemplating sending soldiers to the battlefields of Europe; radio is not yet available as the entertainment medium of choice for Americans; and prostitution runs rampant in the Storyville District of New Orleans, Louisiana. One particular establishment, run by the astute but sassy Nell (Francis Faye) is the setting of the opening scene of Pretty Baby. We see the 12-year-old Violet (Brooke Shields) as she is watching her mother, Hattie (Susan Sarandon) apparently satisfy a John, but as the camera pans, we see that Hattie is actually in the middle of childbirth -- surely one of the less desirable byproducts of the profession.

From this opening scene on, director Louis Malle pulls us into the seedy and repugnant life of Violet as she grows up and becomes a young lady within the walls of a household completely devoid of morals, chastity and self-respect. Despite the disturbing subject matter, Malle's sophisticated hand gives us the ability to see Violet with a fatherly concern rather than an immaterial disgust. We see the world through her eyes as he holds the camera on her face, allowing us to completely take in her thoughts and emotions. What will become of a young girl who has seen and done such things?

The frequent visits to Nell's Place by a photographer named Bellocq (Keith Carradine) catch the eye of Violet. She's envious of Bellocq's attention towards her mother although his interests lie in capturing her grace and beauty on film rather than in pleasures of the flesh. Bellocq is eventually attracted to Violet's precious, gem-like beauty and wisdom beyond her years. The two become married but we are never convinced of Bellocq's love for Violet. It seems to be a marriage more out of concern for her well being than a marriage of passion and infatuation. In a very moving scene, Bellocq buys her a doll. When she asks why, he replies, "Because every little girl should have a doll." Her reaction is brilliant. She is angered that he still thinks of her as a child, but she can't resist the urge to play with the doll.

Carradine as Bellocq gives a memorable performance. His cool demeanor allows him to slowly become the hero we hope can eventually end the madness. A house full of petty whores, drug-users, cheating Senators and businessmen and other irreputables is no place for a child to be raised. And Bellocq convinces us that he can save this poor girl from the despair.

Sarandon, as Hattie, is seamless and flawless, not to mention at her shapeliest best. She gives a very textured performance of a mother torn between the love of her children, the struggle to succeed and the need for caring and support. Nell's is a place to give love, not receive it and her ticket out is marriage to a millionaire. She loves the camera as it pauses for long periods on her face and nude body. Her role consists of several multi-faceted characteristics: mother; hooker; model; wife; and businesswoman, yet she convinces us in each one.

The task asked of Brooke Shields is a mighty one, especially being a young model with little to no acting experience. Violet is tragically suspended somewhere between pre-pubescence and adulthood yet Malle capitalizes on Brooke's screen presence and beautifully innocent charm to present the story as an expose of a decadent era rather than the sexuality of a 12-year-old girl.

I was constantly expecting a tragic event to go down but it never really does. I finally realized that the tragedy was the situation itself. Pretty Baby is a dark and disturbing look at a lifestyle that was probably not too uncommon in the days of legal bordellos and non-existent birth control. Malle and co-writer Polly Platt have carefully served up the tale of a young girl's coming of age in a lifestyle we don't want to know exists. They feed us with just enough information to finish out Violet's life according to our own hopes, desires and emotions.

(Released by Paramount Pictures and rated "R.")