I note the many laudatory reviews here and the general tone of those on amazon is similar. I'm sorry, but don't make me laugh! This is a stinker from the word go, that is unless you want to overlook the two most basic elements of film story-telling, to wit: (1) a coherent and preferably imaginatively dialogued script and (2) competent acting. As a follow-up to the brilliant "Lola" and the virtually undisputed masterpiece "The Umbrellas of Cherbourg" -- in the sense that all three films have characters in common -- this is shocking. I think perhaps it will suffice to say that Jacques Demy (who is not only director but co-writer) was not quite comfortable with the English language at the time he made this, his only American film. The same can obviously said of Anouk Aimee, giving a perfectly ludicrous performance (the "model shop" scene, especially, where she gets into supposedly alluring poses for her client's camera must be seen to be believed). Alexandra Hay, however, has no such excuse. She is simply dreadful. As George Cukor unflinchingly said of co-star Aimee, "The lady simply can't act." But I have given this film two stars, and there are two reasons. One: co-star Gary Lockwood (really the top star, though second billed; there is not a frame of the film in which he does not appear), though not a very skilled actor, tries his best, and watching his stuff flop around in his tight jeans (no underwear, as is made clear when he puts his pants on in the first scene) is at least something to concentrate on. He also has a very, very cute butt and looks damn good with his shirt off as well (two scenes). If that is enough for you, then you may enjoy this film. The other reason is that an excellent late 60's rock band, Spirit, not only wrote the soundtrack (supplemented by a number of Classical selections), but appear in the film in one brief scene. They can't act, either, but it's a nice documentary moment, catching them just as they were making their mark. It's rather endearing. My final complaint: Sony's insulting packaging -- super ugly, too.