The Talented Mr. Ripley is set in a specific place, at a very specific moment. Think Fellini and Via Veneto, on the late 50s cusp of Kennedy's Camelot, and you're on the right track. It's la dolce vita experienced through American eyes: a life and time costume designer Ann Roth remembers well.

"The 50s were, for the most part, very dull visually," she says. "In the 40s, we had the restrictions of the war and limited fabric. After the war, Dior came with the New Look and that was very interesting, with the use of more fabric, the bigness of the men's clothes, the double-breasted things. When we went into the 50s, there was this aspiration to look like a solid citizen. I guess if you watched TV, which I did not, Lucy and Ozzie and Harriet were on your mind. Then, the jet-set thing started to happen--Italians, the Riviera, Brigitte Bardot, and the Mambo Kings. In New York, I remember going to El Morocco and the Peppermint Lounge, underneath [noted costume builder] Karinska's. There was a certain air about town which had to do with Marlon Brando and Anna Magnani, and dancing all night. And I was right there."

At the time, Roth was a burgeoning designer, a Carnegie Mellon graduate who had apprenticed with Irene Sharaff on several Hollywood films and Broadway shows. "In the daytime, I wore short white gloves and heels to work," she recalls. "I drove an MG without a top, and I wore a hat. There was a propriety in the way you wished to look; you did not wish to look wanton. At night, you would get dressed up, and be less perfect, less ladylike, more fun. It was good to be fun.

"Now all that was very provincial, that was America," Roth continues. "If you were one of the glamour people, you were allowed to run away from school, and you ended up in Paris or on the Riviera. And that's what The Talented Mr. Ripley is about."

Adapted by director Anthony Minghella from Patricia Highsmith's 1955 suspense novel, Ripley is the story of one of those "glamour people," Dickie Greenleaf (Jude Law), whose identity is taken over by a wannabe, Tom Ripley (Matt Damon). The title character is a working-class climber sent by Dickie's wealthy shipbuilder father to coax his playboy son home from Italy. Instead, Ripley falls in love with his quarry, and even more with the golden-haired youth's privileged bohemian lifestyle; eventually, he disposes of Dickie and attempts to take over his enviable existence. Complicating matters as the impostor moves around Italy, from Naples to Rome to Venice, are Dickie's girlfriend, Marge Sherwood (Gwyneth Paltrow), as well as another young American woman, Meredith Logue (Cate Blanchett).

"My job was to show this very well-off boy, Dickie, in Europe, on a very strict allowance, but with a sensational lifestyle," says Roth, who won an Oscar for her work on Minghella's last film, The English Patient. "I had him in a jacket and some shorts, or a jacket and some linen trousers, and that jacket had to reflect a very rich background. And if he had one or two made in Rome, it had to look that way." Dickie's wealth is casually expressed, and, since he's avoiding his family, perhaps tattered a bit around the edges; his Gucci loafers may be worn through, and his tailor-made outfits may be ratty. But he still looks classy and stylish. Ripley is another matter. "I had to do this kid who comes from America straighter than anything," says Roth. "Both to show his insecurity about dressing with any kind of flamboyance, and also that he had no bucks. He comes from Princeton, and he's very American East Coast, but from Sears."

The design gets a good deal more complicated when Ripley becomes Dickie. "He goes for it big time," says Roth, which means that Damon is costumed in elegant outfits which are posher than anything we see on Law's real Dickie. But beyond that, "there are times when he is, in the same hour, seen by two different groups, one of whom thinks he's Dickie and one of whom thinks he's Ripley. Those clothes I had to hold back on."

Roth's longtime assistant Gary Jones, who gets co-designer credit on The Talented Mr. Ripley, goes into greater detail about Damon's complex transformation in the film. "It never was literally meant as an imitation of the other character," he says. "He borrows things like cufflinks and rings, and there are things that he does with his voice and hair that are all suggestive. We tried very hard to make it come organically, if you will. And then, of course, there's a lot of back and forth, so there are transitional pieces. The Ripley corduroy jacket, which he never loses totally, is such a piece. We are never far away from the dual personality." Jones refers to one scene at the top of the Spanish Steps, where Ripley watches Meredith, Marge, and the character Peter Smith-Kingsley (played by Jack Davenport) meet in the square below: "He's holding onto his glasses, and he has the Ripley jacket. Any one of the characters could blow his cover. It's great theatre at that moment."

Jones first worked with Roth on Milos Forman's movie version of Hair, in 1978. "As trite as it seems, we just clicked," says Jones, who has designed such films as The Other Sister, Vanya on 42nd Street, and The Trip to Bountiful on his own. "She is an extraordinary talent, and the fact that we clicked had to do with our realization that we were both looking for the same thing, as much as any two artists could." Both are dedicated to the idea of building the character through his or her costumes; neither are very interested in simply making the stars look glamorous by dressing them in the trendiest labels. "This is not going to be a fashion show," warns Roth of Ripley.

Take Gwyneth Paltrow's Marge Sherwood, for instance. "She's a girl who comes from a good family, and goes to Europe to write," says Roth. "She hangs out in her pajamas and her skirts, and she has a bikini on underneath her skirt and blouse when she goes to town. She doesn't buy her own clothes, they are her parents' purchases she had from school. I also wanted to reflect that in the jewelry, which might have been her Aunt Mary's, and God knows where Aunt Mary got it." Roth says the character is one she recognized instantly (not to mention the fact that she knew Highsmith): "My friend Patsy Hemingway had her uncle's vicuna coat, and she always wore loafers of a high quality. But if somebody said, where'd you get those loafers, she wouldn't have had a clue. That was not interesting to her. It's not like the designer's names now, the Tommy whomevers--in no way did people think like that. We did love clothes, mind you."

And Paltrow certainly does have her share of lovely outfits in The Talented Mr. Ripley. There's a calf-length blue cloth coat with rolled collar lined in beige she wears in Venice, and a wonderfully period-perfect leopard-skin print coat she sports in the Piazza San Marco. The former was designed specially for the film, and made at Terelli's in Rome, but the latter was a vintage piece, as are many of the film's costumes. "Ripley's clothes as Dickie Greenleaf are all custom-made," says Jones of the elegant suits made in New York by John Tudor, "and the clothes for Ripley himself are mostly vintage, but all remade," says Jones. "There's not a formula for that; it has to do with what looks best. Then there are requirements for stunt people and so on, and sometimes you need three or four shirts because they're going to get ruined when a bomb goes off. Invariably, the shirt that you love, there's only one of."

Roth is known both for her own collection of period costumes and for her network of vintage connections. In particular, she has a collector friend in Philadelphia who "buys stuff he knows I will like." The designer sees vintage clothing as a way of authenticating the character. "Let me tell you something: I am the first girl in this business to use real period clothes," she says, setting herself apart not for the first time from the Hollywood norm. "I've done this for a long time, because I come from this coast and they come from that coast. When they did The Sting, I was doing The Day of the Locust. While I had some real stuff I had brought from here, or worked out of museums, having clothes copied, they would just go into the stockroom and pull things out."

"Our strength has always been clothing that looks real," adds Jones. "Prior to Hair, Ann had certainly used vintage clothing, but we started doing it even more from that moment on, and mixing it with the custom-made clothes for the principals, or in scenes that had to be custom-made because of color restrictions or whatever. The hope is that you can't tell which is which. It's about the character rather than the label. Not to say that you don't want to have attitude, because characters need that. It's about the way the costume is worn, the silhouette or the color, almost as much as what the costume is."

There's another important element to the Ripley design that undercuts its fashion-show possibilities--it's the quality Roth calls propriety, and Jones labels innocence. This is part of what fixes The Talented Mr. Ripley as a period piece, predating a modern era whose beginnings Roth locates sometime around the Kennedy assassination [for more of her thoughts, as well as that of other designers, on contemporary costume design, see the March issue of ED]. However rebellious, the women wear girdles and bras, and bodies are for the most part chastely covered. "It was not a time when the explicit language and behavior of today was accepted," says Jones. "Although Italy is this great sexy country for Ripley, what he falls in love with--Dickie and Marge living in these villas and cavorting around--is an exotic lifestyle. It was out of the norm. We were extremely conscious of maintaining the innocence of the time, both in the men and the women."

After a fashion, they do attempt to assimilate into European ways. "There's a very famous photograph of an American girl walking through Rome, wearing a peasant skirt," says Roth, who adds that that photo provided part of her inspiration for Cate Blanchett's character, who initially dresses like a "Marymount College girl," with gloves and a belted coat, and eventually evolves into a more worldly look, wearing vintage clothes all along the way. As for Paltrow, Jones says, "In the beginning she wears things that are carefree and bohemian, and as the movie becomes more serious, her style becomes streamlined and a little bit more severe." But for the most part, "The shapes of the skirts Gwyneth wears are long and full; once we established that that's what we wanted, we looked in every corner for the period clothes, and recreated some things from prototypes."

Though Roth remembers the period well, research is always an important part of the process for her. "There are very few people who have done as much in the 30s as I have," she says, "but when I did English Patient, I wouldn't have dreamed of doing it without starting research again." For Ripley, the designer compiled files of "small Italian villages, Romans, San Remo vacationers, bathing people, servicemen, nuns, and religious parades. I had enough research to send two huge trucks of it to Italy." Roth hired her daughter, Hannah Green, to help with the research, and went to work with her New York assistant, Michele Matlin. In Italy, she took advantage of "a superb Italian crew" to help make the costumes. And, of course, there was Jones.

So how do the duties break down between the two co-designers, one of whom clearly has seniority? "People often ask that, and often we say we don't know," says Jones. "But the truth is, we do address everything together at one point or another." An example is the time frame of the script, which was originally laid earlier in the 50s. "We wanted to make it later, when they had come out of the war more. We also wanted to take it more into the jazz and Beat era." Both designers tended to see the images in black-and-white terms. "That has partly to do with the innocence and simplicity," says Jones. "But also, a lot of our research, from Life magazine and Italian photography, was black and white. There is color in the design, but it's a very subdued palette--though not subdued chic. It's a mixture of pale colors. The photographs were as helpful to the actors as to us. It gives them a feeling of what these people were about."

Beyond this, he says of his collaboration with Roth, "Sometimes it seems we're divided along the lines of men and women. Ann was very active with Gwyneth and Cate, and I was very active with Matt and Jude and Jack Davenport. But with a project this large, logistics play a big part. We had many locations in nine cities, and we would take turns going ahead or staying behind." As for sketches, he says, "Mostly Ann does the drawings; she's much better at it than I."

Roth says her greatest pleasure comes in the fitting room. "I do every fitting, and I choose every fabric. I'm not saying I'm a control freak, but I'm a control freak. I like to create the character, or if it's a lot of background people, I like to create the look of it--the spectacle, the atmosphere." Jones feels the same: "It doesn't matter how great it is, until you get it on and you stand there and you create the character." Yet Roth says Jones comes in particularly handy on the set, using a San Remo Jazz Festival scene in Ripley to illustrate her point. "We'd have, say, 50 women and 50 men to get dressed, and get through hair and makeup, and then the principals. I'd say to Gary, 'Would you mind looking at the band, who are presumably Americans, and make sure their neckties are American?' Or, 'There's a man with funny hair; grab him and take him back to the hairdresser.' Gary does that like a great gentleman, whereas I am more volatile."

Roth comes by her admittedly formidable personality honestly; she is the product of a time and business that yielded some hardy female survivors. Her first professional theatrical experience was as a scenery painter for the Pittsburgh Opera, and she fully intended to continue in set and production design. Then she met the legendary costume designer Irene Sharaff at Bucks County Playhouse. "She said she thought I would be happier in costume," Roth recalls. "I think that's because she was--she was a successful scenery designer Off Broadway, but she was discouraged from doing scenery on Broadway. Now, Irene was a very tough babe; I don't know how she was intimidated--maybe the union didn't like women--but she was. Then she went to Hollywood to work for Goldwyn, and there, I am very sure there were no lady production designers."

Sharaff offered Roth an extraordinary opportunity for someone so young and inexperienced. "She asked me to come with her to California to do the film of Brigadoon. She put me in charge of dyeing all the tartans." Sharaff put a limitation on Roth's apprenticeship: they would do five movies and five Broadway shows together, and then the apron strings would be cut. And that's what happened. Among the movies were A Star Is Born (for which Sharaff designed the "Born in a Trunk" sequence) and The King and I. Roth also assisted Miles White on the massive Around the World in 80 Days production, after which she went out on her own,and basically abandoned Hollywood.

"I wanted to come to Broadway; Hollywood was not someplace I wanted to be," she says. "I had a very good training experience out there under Irene and a man called Al Nicholl, who ran Western Costume. But it's a world I'm not super comfortable in. It really is like working for the Prudential Insurance Company. When Edith Head or Helen Rose were going to do a Debbie Reynolds movie or a June Allyson movie or even a Grace Kelly movie, they would sit with a sketch artist, draw the leading lady's clothes, and then the wardrobe ladies would organize the rest of the show." Roth, who recently received the Edith Head Lifetime Achievement Award from the International Fashion Institute, hastens to add, "I'm not taking anything away from Edith. She was there to invent the glamour of Hollywood. I love that, but I'm not interested in doing it."

Sharaff was an exception--"When Irene was doing The King and I, everything down to the rings was designed. She had to get special permission to do it, and that was very offensive to some people." But the structure of the unions in Hollywood, split between a costume designers' association and costuming and wardrobe guild, made it difficult to carve out the kind of position and career Roth wanted. So she returned to New York, where she received her first solo designer credit on the play Maybe Tuesday, in 1958. At some point, she started meeting the talents--directors, mostly--who have been so central to her career. Foremost, perhaps, there were Mike Nichols and Neil Simon, whom Roth first worked with on the 1964 Broadway production of The Odd Couple. Her association with Simon extended to his plays The Star-Spangled Girl and They're Playing Our Song, as well as such films as Murder by Death, The Goodbye Girl, California Suite, and last year's remake of The Out-of-Towners. With Nichols, meanwhile, she has enjoyed perhaps her most satisfying collaboration, designing every one of his films since Silkwood (including the upcoming What Planet Are You From?), and many of his Broadway forays, including The Real Thing and Hurlyburly. Other stage credits include Purlie, Play It Again, Sam, and The Best Little Whorehouse in Texas.

Roth's first movie costume design job was on The World of Henry Orient, in 1964. The director was George Roy Hill, whom she reunited with on The World According to Garp. Roth's film vitae is packed with credits, but some highlights are The Owl and the Pussycat, Klute, Coming Home, Dressed to Kill, Places in the Heart (which garnered her her first Oscar nomination), Sweet Dreams, The Unbearable Lightness of Being, and Sabrina. Other favorite filmmakers are John Schlesinger (Midnight Cowboy and The Day of the Locust) and Sidney Lumet (The Morning After and Q&A), and Robert Mulligan (Up the Down Staircase).

The designer says her success with a director or lack thereof is a matter of sensibility. "One time, when I was working with Robert Mulligan for the first time," she recalls, "it was a big dinner table scene, with family conflicts and whatnot. I said, 'What do you want here?' And he said, 'You do it, and I'll find it.' He had chosen me because my sense of things--my sense of humor really--was something that he got. Mike Nichols and I are the same person: if we walk into a very stylish room, and there's a pompous person with egg on his tie, we both see that. Schlesinger's the same way." As for Minghella, she says, "There's a youngness about Anthony's work patterns. He likes what I like, which is the fitting room. I almost never let a director come to the fitting room, but I invited him. Like Mike, he has divine taste."

Shared taste is also what has allowed Roth and Jones to work together so long and fruitfully, though the senior designer, recalling her abbreviated working period with Sharaff, likes to encourage him to maintain his separate career. But clearly, the two of them have a good thing going, particularly when it comes to a complex job like Ripley. "I would say our partnership is unique," says Jones. "Nothing was ever written down orparticularly defined; we've just gone forth, one project at a time."Despite he r antipathy to Hollywood ways and her capacity to rock the boat by being "somebody who does the elevator operator," Roth has managed to create one of the most prolific and vital film careers of any costume designer. "If you keep yourself safely in that cocoon of working with people like Mike or Anthony, you're fine," she explains. "I don't care which medium I'm working in; I have only a strong feeling for the director. People say, 'Did you have fun making Ripley?' Jesus, you don't have fun, fun isn't part of it. But working with the director on the script you want to realize is a way to spend your life."