It has to be said that this is a pretty terrible film. Nevertheless I watched it again recently and quite enjoyed it so I feel I ought to say something positive. First of all you would think that a film with a cast which includes Henry Fonda, Eileen Brennan, Dub Taylor and Susan Sarandon should have something going for it. The tone of the overall film is of a rather cartoonish comedy but the early scenes hint at something more substantial. Henry Fonda as Elegant John is ill and probably dying and the cross country drive he undertakes is his way of defying death. Yet this theme is never explored any further. Elegant John's reminiscences about meeting Eleanor Roosevelt in the Depression era clearly evoke Henry Fonda's role in John Ford's film "The Grapes of Wrath". Indeed when Elegant John picks up Beebo this exactly parallels the opening scene of "The Grapes of Wrath" when Tom Joad hitches a lift. None of this is played out in the rest of the film The women from the whorehouse are endearing and funny and if the film had stuck to playing out their adventures it might have been much more rewarding. But half way through the film something goes horribly wrong. Perhaps the filmmakers lost their nerve, ran short of funds or had the film cut to ribbons in editing but the latter part of the film bears no relation to what has gone before. The women virtually disappear without explanation. The irritating John Byner and Austin Pendleton characters appear and take over. This whole element of the film feels like a reshoot or reedit grafted on to the earlier picture. Pity. There is also, incidentally, a really excellent score by Craig Safan which deserved far better.