This was a great film written by the famous writer William Faulkner dealing with an old man going back to his youth sixty years ago. Steve McQueen, (Boon Hogganbeck) along with a few of his friends decided to take a trip from Mississippi to Memphis in an old time car which was relatively new during this period of time and taking along a very young boy named Lucius, (Mitch Vogel). Boon takes Lucius into a brothel where he stays over night in Memphis and learns a great deal about the birds and the bees and especially from a sweet kind lady named Carrie, (Sharon Farrell) who is a gal very much in love with Boon. There is a horse race and lots of laughs and drama to go along with the rest of the picture. There was a great deal of problems between the director of this film Mark Rydell and Steve McQueen, but the film was finally completed but the producer would never direct another picture with McQueen.

Steve McQueen stars as a nice jerk in Northern Mississippi in 1905. However, the focus of the film really is on young Mitch Vogel and is about his initiation into the sluttier side of life. Odd that despite his prominence in the film he received such low billing. This is a coming of age story about the South from William Faulkner and while in many ways it is a family film, the themes that appear in it make it far from family-friendly. This is certainly not a Disney flick! Now for older kids, it's probably okay but with the sexual content, whore house setting and morally shaky lead characters, it's a bit problematic for the younger crowd.

Now if you ignore all the debauchery in this film and the cliché about "hookers with hearts of gold", then it is an excellent character study and does have some lovely performances and is finely crafted--just don't let your kids internalize the messages or you'll be sorry!