The first time I watched it, I fell asleep through the middle. The dry nature of the dialogue and uninspiring cinematography didn't catch my attention for a mid-afternoon viewing (right around nap time). However, upon further viewings, I fell in love with the true brilliance of the subtle humor. I still don't like Rushmore, but really loved The Royal Tennenbaums, and in watching this movie, it's like watching the genesis of some great writers, a director, and actors.