William Faulkner's story about an eleven-year old boy in Jefferson, Mississippi at the turn-of-the-century who tells his kin a string of lies in order to go on a stolen holiday with his father's handyman and a half-black relative. They travel into sinful Memphis, Tennessee in a yellow Winton Flyer, and initially their misadventures have the mud-spattered feel of an early-'60s Disney movie. Originally billed as rollicking family entertainment (though rated 'M' for mature), things take an odd, disquieting turn with an extended trip to a cathouse, where the kid's guardian (Steve McQueen) tussles with his favorite prostitute, who wants to go legit and get married (there's also a bloody fight between two youngsters that seems to come out of nowhere). Director Mark Rydell feasts on picturesque sunsets and auto-ride sing-a-longs, but he's got a penchant for vulgarity that undermines the comedy. It seems no one here wanted to make a strictly pictorial piece of scrapbook nostalgia, so the film ends up failing as both an American tall tale and as a boy-grows-up-fast character study. McQueen has some good, feisty scenes, but his character is rather hapless, and a Steve McQueen who does little but react to others is an automatic disappointment. The chief interests (the hazy, early-morning ambiance and cinematography, the quaint Winton Flyer which gets traded for a racehorse) nearly salvage the rest of the production, which was reportedly troubled after McQueen and director Rydell butted heads. The star later claimed this was a personal favorite of his films, but it is terribly uneven, occasionally perplexing and often sick-making. *1/2 from ****