The 1978 adaptation had all the ingredients of a potentially wonderful film. It is based on an absolutely charming book by Charles Kingsley. It has a truly talented cast from the likes of James Mason, Bernard Cribbons and David Tomblinson, not to mention the vocal talents of David Jason and Jon Pertwee. There is also Lionel Jeffries, the director of wonderful classics such as The Railway Children and the Amazing Mr Blunden, and while the film is good on the most part, it was also a little disappointing. I had no problem with the performances, particularly those of Mason and Tomblinson as Grimes and Sir John Harriet respectively, and Tommy Pender and Samantha Gates are believable as Tom and Ellie. The voice cast is also commendable, especially Jon Pertwee, voicing charming characters in their own right. I also liked the incidental music it is so haunting and beautiful, and the script was fairly faithful and in general well-written, particularly at the beginning. The characters, especially the Water Babies are very charming, and the villains are sinister and funny at the same time, I loved the part when Tom and his friends help the Water Babies escape, seeing the shark chasing the electric eel with an axe was very funny. However, I will say the film does look dated, especially the animation sequences, the live action parts weren't so bad, if you forgive the rather dark camera-work. The character animation was rather flat, and the backgrounds sometimes were a little dull, though there were some nice moments, like the scene with the Krakon and of course the first meeting with the Water Babies. I also had mixed feelings about the songs, the Water Babies's song was beautiful, but I found the first song forgettable, when Tom ends up underwater. Hi-Cockallorum is an example of a song, that is like marmite, you either love it or hate it. I personally don't know what to make of this song, it was fun to listen to at first, but once it's in your head, it is perhaps annoying. As much as I like Lionel Jeffries and his films, his direction just lacked the wonder and the magic it usually does. All in all, certainly not a terrible film, but could have been better artistically. 7/10 Bethany Cox.