One of the problems is its length. At 127 minutes the picture is a good 20 minutes too long, and the meat of its plot doesn't get underway until it's nearly half over. Audrey Hepburn is Nicole, the long suffering daughter of millionaire philanthropist Bonnet (Hugh Griffith), actually an incorrigible art forger making his millions selling priceless items from his vast "collection."

When one these, a Cellini Venus, is put on display in a Paris art museum -- and insurers decide to test the piece's authenticity -- Nicole and Bonnet fear the jig is up until she enlists burglar Simon (O'Toole) to steal it back. Naturally, they begin to fall in love, she unaware that he's a private detective investigating her father's forgeries.

The picture is light and frothy and pretty to look at, but not a career highlight for anyone involved, except maybe Hugh Griffith, in what was probably his best film role. As Bonnet, the actor is gleefully brazen, a man delighted with his uncanny ability to duplicate the masters. For him, his paintings are in one sense the equal of the original, and are to be appreciated for their own sake. Along the same lines, the film has fun watching the art world, particularly collectors, fawning over fakes with great emotion that we the audience know are bogus.

The film seems to have been something of an attempt to recapture the magic of Charade (1963), the Hitchcockian romantic thriller that had paired Hepburn with Cary Grant, but How to Steal a Million isn't half as good. (Jacques Marin, who plays the chief guard here, also figures prominently in Charade.) The script by Harry Kurnitz, who had adapted Witness for the Prosecution (1957) with Billy Wilder, has good dialogue but is generally sluggish. Eli Wallach's character, a millionaire industrialist who obsessively travels the world collecting art in the manner of Charles Foster Kane, seems to exist solely to help tie up a bunch of loose ends near the end. It's a thankless role though Wallach, like the rest of the cast, is excellent.

A bigger, nagging problem is the heist itself, full of clever little ideas that, unlike Bonnet's forgeries, don't hold up to the tiniest bit of scrutiny. It's the kind of caper that relies on others to react exactly as one expects them to, and for physical aspects of the crime to go exactly right. Most of the best caper films delight in having something go wrong midway through, but the heist in How to Steal a Million looks far too easy and casually planned.

It also doesn't make sense in other ways. For one thing, Simon keeps everything secret from Nicole, even while the heist is in motion. There's no reason for this, except to also keep the audience in suspense as to how Simon plans to pull it off.

Hepburn and O'Toole were at the top of their game in the mid-1960s. By this time, Hepburn was finally being cast opposite men her same age (as opposed to older stars 20-30 years her senior, like Gary Cooper, Cary Grant, and Humphrey Bogart), and she and O'Toole have genuine chemistry -- it's a shame they didn't make another film together. He comes off slightly better. Where she plays a stock variation of her screen persona, he gets to subtly react to her eccentricities.

In the end, the two can only carry the film so far, and though it's no worse than painless, passable entertainment, it also leaves you wanting more.

Video & Audio

How to Steal a Million is presented in 16:9 anamorphic format, retaining its original Panavision aspect ratio. (Despite what it says on the IMDB, however, this was not the first credited film in Panavision.) The image is reasonably sharp with good color, but not outstanding. The English audio is offered in both standard mono and Dolby Digital 2.0 stereo, but this reviewer scarcely noticed the difference between the two; even John Williams' atypically awful score doesn't benefit much. Mono tracks in Spanish and French are also offered, though I can't say with any certainty whether the French actors looped their parts or not. Optional English and Spanish subtitles are included.

Extra Features

Supplements include an A&E Biography on star Audrey Hepburn. It's okay if extremely short given the subject matter, running only 45 minutes and presented in 4:3 format. An audio commentary with Wallach and Catherine Wyler goes into some detail on the film.

Finally, there's both a teaser and standard trailer, both 16:9 with the former in 1.85:1 format, and a pair of black and white TV spots in standard format. The trailers are quite annoying and overly-agreesive in selling the picture.

Parting Thoughts

In many ways the Pierce Brosnon/Rene Russo Thomas Crown Affair (1999) is more a remake of How to Steal a Million than it was the Steve McQueen/Faye Dunaway original. Both this and the Brosnan film are fun, exciting and bolstered with unusually good romance, and both are instantly forgettable.

Stuart Galbraith IV is a Los Angeles and Kyoto-based film historian whose work includes The Emperor and the Wolf -- The Lives and Films of Akira Kurosawa and Toshiro Mifune. His new book, Cinema Nippon will be published by Taschen in 2005.