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| Burt Lancaster | ... | Gen. James Mattoon Scott | |
| Kirk Douglas | ... | Col. Martin 'Jiggs' Casey | |
| Fredric March | ... | President Jordan Lyman | |
| Ava Gardner | ... | Eleanor Holbrook | |
| Edmond O'Brien | ... | Sen. Raymond Clark | |
| Martin Balsam | ... | Paul Girard | |
| Andrew Duggan | ... | Col. William 'Mutt' Henderson | |
| Hugh Marlowe | ... | Harold McPherson | |
| Whit Bissell | ... | Sen. Frederick Prentice | |
| Helen Kleeb | ... | Esther Townsend | |
| George Macready | ... | Christopher Todd | |
| Richard Anderson | ... | Col. Murdock | |
| Bart Burns | ... | Art Corwin | |
| rest of cast listed alphabetically: | |||
| Malcolm Atterbury | ... | Horace, the president's physician (uncredited) | |
| Victor Buono | ... | Bit (uncredited) | |
| William Challee | ... | (uncredited) | |
| Thom Conroy | ... | (uncredited) | |
| Walter Coy | ... | (uncredited) | |
| Joseph Crehan | ... | (uncredited) | |
| Mimi Dillard | ... | Mother at Dulles Airport (uncredited) | |
| Joel Fluellen | ... | White House elevator operator (uncredited) | |
| Kevin Gregor | ... | (uncredited) | |
| Tom Harris | ... | (uncredited) | |
| Douglas Henderson | ... | (uncredited) | |
| Stuart Holmes | ... | (uncredited) | |
| John Houseman | ... | Vice-Adm. Farley C. Barnswell (uncredited) | |
| Colette Jackson | ... | Bar Girl (uncredited) | |
| John Larkin | ... | Col. Broderick (uncredited) | |
| Michael Masters | ... | (uncredited) | |
| Tyler McVey | ... | Gen. Hardesty (uncredited) | |
| Charles Meredith | ... | Senate Committee Member (uncredited) | |
| Jack Mullaney | ... | LTJG Dorsey Grayson (uncredited) | |
| Leonard Nimoy | ... | (uncredited) | |
| Joyce Nizzari | ... | (uncredited) | |
| Hildy Parks | ... | (uncredited) | |
| Bill Raisch | ... | (uncredited) | |
| Irvin Richardson | ... | (uncredited) | |
| Joe Walls | ... | (uncredited) | |
| Charles Watts | ... | Stewart Dillard (uncredited) | |
| Fredd Wayne | ... | Henry Whitney (uncredited) | |
| Ferris Webster | ... | Gen. Bernard 'Barney' Rutkowski (uncredited) | |
| Mike West | ... | (uncredited) | |
Directed by | |||
| John Frankenheimer | |||
Writing credits | ||
| Fletcher Knebel | (novel) & | |
| Charles W. Bailey II | (novel) | |
| Rod Serling | (screenplay) | |
Produced by | |||
| Edward Lewis | .... | producer | |
Original Music by | |||
| Jerry Goldsmith | |||
Cinematography by | |||
| Ellsworth Fredericks | (director of photography) (as Ellsworth Fredricks) | ||
Film Editing by | |||
| Ferris Webster | |||
Production Design by | |||
| Cary Odell | |||
Set Decoration by | |||
| Edward G. Boyle | (as Edward Boyle) | ||
Makeup Department | |||
| Dave Grayson | .... | makeup artist (as David Grayson) | |
| Sydney Guilaroff | .... | hair stylist: Miss Gardner | |
Production Management | |||
| Hal W. Polaire | .... | production manager (as Hal Polaire) | |
Second Unit Director or Assistant Director | |||
| Hal W. Polaire | .... | assistant director (as Hal Polaire) | |
Art Department | |||
| Frank Agnone | .... | property master | |
| Gene Lauritzen | .... | construction coordinator (uncredited) | |
Sound Department | |||
| Joe Edmondson | .... | sound mixer | |
Stunts | |||
| Bill Catching | .... | stunts (uncredited) | |
| Robert 'Buzz' Henry | .... | stunts (uncredited) | |
Camera and Electrical Department | |||
| Richard Borland | .... | key grip | |
| John Mehl | .... | camera operator | |
Costume and Wardrobe Department | |||
| Wesley Jeffries | .... | costumer (as Wes Jefferies) | |
Editorial Department | |||
| Bill Brame | .... | assistant editor | |
Music Department | |||
| Jerry Goldsmith | .... | conductor | |
Other crew | |||
| Thom Conroy | .... | dialogue coach (as Tom Conroy) | |
| John Franco | .... | script supervisor | |
| Patrick J. Palmer | .... | location manager | |
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| Full cast and crew | Company credits | External reviews |
| IMDb Thriller section | IMDb USA section | Add this title to MyMovies |
A fascinating movie. I have it on tape and watch it regularly. I'm not sure why. The story is a primitive one. "There is a plot to take over these United States." (Even the tag line is incorrect. Douglas says "the" United States.) The script, by Rod Serling, is full of his trouvees. Ava Gardner says to Douglas: "I'll give you two things. A steak, rare, and the truth, which is very rare." (I'm laughing out loud as I write this.) Frederick March is always referring to his physician as "the good doctor." A cabinet member, played by George Macready, is a yachting freak so he's always interjecting ejaculations like, "Look out, Mister President! These are deep waters we're sailing in!" He tells Douglas that he, Douglas, gets credit for whatever taste of victory they have in their mouths, just after Kirk has been forced through an immoral act. "The taste in my mouth, Mr. Secretary, isn't exactly victory." But Rod isn't to blame for all of the script. Some is lifted from the novel, in which the president is referred to as "Jordy." The novel's prose is, let us say, clumsy and a little hard to swallow sometimes. Yet I like this film a lot. The stilted dialogue is enjoyably comic. The photography has a pleasantly washed out diluted quality, particularly noticeable in the scenes in El Paso, where the featureless desert seems almost blindingly white. The performances are about as good as they get. Lancaster has made several movies with John Frankenheimer and I suppose they get along, their interests being as much alike as they are, and it shows in Burt's performance. Kirk Douglas, who made even more movies with Burt, looks snazzy in a bird colonel's summer uniform. The rest of the cast is simply fine. Edmond O'Brian is pretty old and tubby and looks the part of an alcoholic pol with backbone. His Southern accent is neatly done. His eyes sort of bulge out and look in two slightly different directions, lending his part a comedic undertone, regardless of circumstances. George Macready -- has anyone ever played an icey standoffish cold fish as well as he? Is that what going to Brown does to you? I've always admired Martin Balsam's style. He has a gift for draping ordinary lines in a kind of sonorous tinsel -- very New Yorkish, but quirkily so. The gift is on full display in this film. His exchange with John Housmann aboard the aircraft carrier is priceless. There is nothing "dramatic" about it. It's simply done very well. Housmann has a small part, but he's very effective in it. Frederick March, a reliable actor, is reliable here. The Secret Service guy is dispensable and seems dumb compared to the other characters. The politicians, except for the president and secretary, are pretty slimy, as you'd expect in a movie about a plot to take over these United States, and Hugh Marlowe, as the ranking politician conveys that sliminess. Ava Gardner I admire as a woman but have never found her much of an actress. Andrew Duggan ditto. Richard Anderson in a small part exudes his usual class. Everyone from the Jersey shore has class. Look at Norman Mailer. Look at Jack Nicholson. Look at Abbott and Costello. I'm certain that anyone who knows the politicomilitary bureaucracy could poke so many holes in this story that it would look like the brain of a cow that had died of bovine spongiform disorder, but it doesn't matter. It's a left-wing fantasy, and an enjoyable one. The only truly disturbing scene is when March is making his victory speech at the end. Something about "marching out of the dark tunnels of ignorance into the bright sunshine of freedom." Absolutely nothing more than a collage of platitudes and clichés, totally content free. It's as if Rod had done some acid before writing it and kept getting lost along the way. But that's okay. It's an enjoyable film. Very dramatic score, with lots of CLANGS -- ominous bells. Eleventh-hour-type bells. See it if you have a chance.