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Elizabeth was a much more likable character than James. She's a chatterbox, curious, witty and not a wallflower. James was really cold, and despite all the steamy scenes, he was still pretty cold at the end. It's obvious that he has strong feelings for Elizabeth, yet his reasoning for staying away from her are weak. Although I liked the fact that Elizabeth didn't fall to pieces when she's inevitably hurt by James, her forgiveness comes much too quickly.
There was a scene at a dinner party that Elizabeth's sister was hosting, that had some potential drama/scandal, but then it was kind of forgotten. Following up with that thread and maybe skipping one of the numerous sex scenes would have made it a little more interesting.