I had planned on reading the popular book from Kipling but then I stumbled onto the movie. There are many classic adventure books that, after soaring to literary heights, plummeted when daft hands got hold of them and turned them into muddled unimpressive films. But when John Huston gets his hands on something, it will be impressive. However, I won't fawn over this film like the critics have. This epic is more haunting (at its best) and near ridiculous, in most respects, than memorable and moving. It is wrapped nicely though with grand sets, hundreds if not thousands of extras, and everything needed for an adventure; war, treasure, an ancient city, and two bumbling comics with a talent for disruption on a national scale. While I don't consider this a masterpiece, I wanted to watch it because where else do you get to see Michael Caine and Sean Connery fumbling around with swords, costumes, and conquest. I think Huston saw the potential for the grandeur of Kipling's tale but for me, 40 years after its release, there's not much in it that leaves an impression. It isn't a film for modern audiences but a more patient one. It has humor but it also suffers from implausibility and at the end of the day, who cares what happens in this superstitious remote part of the world. Hate to say it, but indifference is what happened. Reflecting, I do see pride becomes the villain and reconciliation is only possible after the truth is set free. While a solid adaptation, it isn't up there with my favorite epics but actually closer to the bottom half of large scale extravaganza that doesn't really leave you with anything.