Poorly cast and edited. It is amazing how such a poorly made movie is promoted as a great classic. First of all, Douglas Fairbanks, jr. is miscast as Rupert. He does not act like a villain at all. Mary Astor, Ronald Colman and Raymond Massey [as Colman's brother!] are also miscast. The most obvious defect is the editing. I cannot count how many times there are editing mistakes it this movie. The "thrilling" swordfight is also very poorly done. Colman and Fairbanks talk to each other through the whole thing and do not treat each other like enemies at all. If you want to see a good version of The Prisoner of Zenda, watch the 1922 or 1952 version instead.