Director Don Siegel really impressed me with this film. It is starkly shot, graphic without being visually graphic, well-acted by all concerned, and covers some of the most taboo issues of any day in a workmanlike, almost expected normalcy hitherto not seen in any other film by this reviewer. I didn't know what to expect sitting down to watch this: a civil war movie or some kind of 70's soft-core peddling with Eastwood descending on a school for girls in the South. But really is is neither of those things but rather and examination, exploration, and descent into the soul of men and women - a dark commentary on what is at the core of the civilized. as one reviewer previously noted, none - none - of the characters are likable by the film's end and yet each one is interesting, complex, and enigmatic. Eastwood plays Cpl. McBurney, a Union soldier found by young Pamelyn Ferdin(you'll recognize that voice as soon as you hear it), a girl at a school for manners headed by Geraldine Page amidst the chaos that was the Civil War - particularly in the South. Soon, Page, teacher Elizabeth Hartman, lovely, young seductress Carol, and even Ferdin(Amy)have emotional/sexual ties to Eastwood - each having their own needs and secrets and problems. Eastwood is not a nice man. he plays the girls off of each other always trying to get the sexual advantage. In the unfolding we get some real interesting things revealed from latent lesbianism to incest. The Beguiled, for me, is a masterpiece that far exceeded my expectations on every creative front. This might be(except for Invasion of the Body Snatchers) Siegel's best film. It certainly is one of Eastwood's best REAL performances. page is always so very good and Hartman, Fe5rdin, et al excellent. the Gothic manse set for the school is effectively claustrophobic. Some of the sexual-laced scenes disturbing. And what happens to Eastwood is a leg up on much of the competition for creepy, eerie, demented film.