Of the at least eight film versions of Anthony Hope's famous novel, this is the best. There is a fairly decent silent version starring Ramon Navarro and a flashier 1950's version with Stewart Granger but this one leads the pack as the most entertaining and the best directed. Dashing Douglas Fairbanks Jr. always in the shadow of his famous father gives the role of Rupert all he's got and that's a lot. He steals every scene he's in, even from the likes of Ronald Coleman and Raymond Massey. He gives treachery and deceit not to mention opportunism new meanings in his double dealings. Few today have even heard of Junior, though most movie buffs have heard of his father silent star Douglas Fairbanks and step mother for a time Mary Pickford. Senior divorced Junior's mother to marry Pickford. Junior gave other outstanding performances on the big screen especially in "Gunga Din" in 1939 opposite Cary Grant and Victor McLaglen. He went on to have a popular television show in the early days of that medium "Douglas Fairbanks, Jr., Presents." He gradually retired from films. Sadly when he passed away in the year 2000 very few knew who he was. <br /><br />Ronald Coleman gets to play two parts Maj. Rudolf Rassendyll and King Rudolf V, two lookalike cousins from a family indiscretion several generations back. He does so admirably. Though Madeleine Carroll as Princess Flavia who loves one cousin but is tied to the other out of duty and patriotism is a hard act to follow as always, Mary Astor gives her a good run for the money as Black Michael's (Raymond Massey)lady love. The two ladies counterbalance each other well as stand by your man women but for different reasons. The always underrated and under-appreciated actor Raymond Massey makes the character of Michael come alive with jealousy and vainglory but with true love in his heart for his Antoinette. The grand old man of early cinema C. Aubrey Smith is around to make sure all is done correctly according to pomp and circumstance. David Niven in an early screen role gives his portrayal of Capt. Fritz Von Tarlenheim the easy touch, almost tongue in cheek at times, which lightens the heavy load for the viewers. He is a good counterbalance for the dour C. Aubrey Smith. Silent screen veteran actor Montagu Love is present to show them all how it's done. What a troupe of Thespians to savor!<br /><br />John Cromwell directs with flair and makes the film move at a fast pace especially near the end. The action sequence when the castle is stormed following the lowering of the draw bridge is intense. The rapier fight between Coleman and Fairbanks is still exciting to watch. The crisp black and white photography makes one forget that the film is not in color. For excitement, adventure, and romance by all means see the 1937 version of "The Prisoner of Zenda."