... and not just because my copy looked like someone held their cell phone camera up to a 16mm projector.<br /><br />A young, spry (all of 55 years old!) Leslie Nielsen stars opposite Gary Lockwood with a vintage Pete Rose haircut in this attempt at a psychological thriller that, frankly, left me more confused than anything else. I'm amazed to learn that this film even saw a theatrical release.<br /><br />"Project: Kill" borrows a theme successfully used in other films (like "The Manchurian Candidate"): government-bred, mind-controlled assassins. Nielsen's John Trevor, longing for the peaceful life he gave up the chance for long ago, decides he's had enough- he wants out, and escapes to Manila suffering withdrawal from The Program's brain-altering chemicals all the while. Lockwood's Frank Lassiter is charged with retrieving Trevor, as drugged-out brainwashed assassins aren't allowed to up and retire to Boca Raton. The two characters are apparently friends with a history together- which would indeed add an interesting dimension to the story- but their relationship is never really elaborated upon. As Lassiter tracks Trevor around the Phillipines, they each find themselves a romantic interest, some allies... some random gangsters get involved for some reason... and the movie climaxes with a fight at the always exciting location of "the docks." <br /><br />Now, the climax is what convinced me to spend the $1 on this DVD. The synopsis on the package boasts that "Neilson (yes, it's misspelled) and Lockwood collide in an epic climax filled with exciting martial arts sequences." I know what you're thinking: battle of the Franks! Drebin vs. Poole! This is going to be amazing! Alas, no. Lockwood beating up William Shatner with his mind in the second pilot of Star Trek is more convincing. Nielsen's fight with the world's terrorists at the beginning of The Naked Gun was choreographed with more effort. The one redeeming feature of Project: Kill's climax was the "kill shot" Lockwood executes on Nielsen, in wondrous slow-motion against a setting sun- pretty darn funny. Unfortunately, the movie dribbles on for a few more unnecessary minutes after that.<br /><br />So was it worth watching? Probably not the whole thing. Fast-forward to the "martial arts" scenes for a few chuckles. Leslie Nielsen and Gary Lockwood are both good actors, with 11 decades of film and television work between them. But this barely qualifies as film.