Barry Lyndon sights on Thackeray's 1844 "satirical picaresque about the fortune-hunting of an Irish rogue," "Barry Lyndon", the setting of which allowed Kubrick to take advantage of the copious period research he had done for the now-aborted "Napoleon". At the time, Kubrick merely announced that his next film would star Ryan O'Neal (deemed "a seemingly un-Kubricky choice of leading man") and Marisa Berenson, a former "Vogue" and "Time" magazine cover model, and be shot largely in Ireland. So heightened was the secrecy surrounding the film that "Even Berenson, when Kubrick first approached her, was told only that it was to be an
Barry Lyndon the spas and parlors of Europe, profiting from their gambling with Barry forcing payment from reluctant debtors with sword duels. Seeing that his life is going nowhere, Barry decides to marry into wealth. At a gambling table in Spa, he encounters the beautiful and wealthy Countess of Lyndon. He seduces and later marries her after the death of her elderly husband, Sir Charles Lyndon. Because Lyndon is frail, sickly, and old, Barry's goading and verbal repartee ultimately send him into a fit of convulsions that ends with his death. Barry's coup-de-grace is the assertion that "he who laughs last, wins".