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Under Milk Woodn is an imaginative, cinematic rendering of Dylan Thomas's famous "play for voices," typically read on stage by a handful of actors expressing the dialogue of more than 50 characters living in a small, Welsh fishing village. Filmmaker Andrew Sinclair sets the story in a real seaside community and visually complements the text's lengthy, opening narration by enlisting Richard Burton both for his brooding voiceover and a mysterious, on-screen role as a drunken gadabout soaking in the very soul of the town Thomas' words describe. Once the narration ends, the film breathes freely with a succession of lively vignettes, some funny, some dramatic, but all rooted in the peculiar circumstances of characters who either feel trapped by or ensconced in their home. Peter O'Toole plays the wizened, blind Captain Cat, haunted by memories of drowned sailors but so attuned to the sounds of village life outside his window he can identify the children screaming in a park. Elizabeth Taylor (Burton's wife at the time) makes a brief appearance as Rosie Probert, and the other players include Glynis Johns, Vivien Merchant, and Victor Spinetti. --Tom Keogh