Mark Twain's classic novel "The Prince And The Pauper" has been filmed several times, most notably in 1937 with the Mauch Twins portraying the title characters and Errol Flynn playing hero Miles Hendon. This low-budget adaptation was filmed in 1969. It was the first musical production of the story, based on an Off-Broadway play, which was produced back in 1962. Both prince and pauper were played by Girls(!) in that show which also marked the stage debut of singer/actor John Davidson in the Miles Hendon part. Intended (or fated) as a kiddie matinée attraction, the film was supposedly shot in Ireland, but there is little evidence of that here. Castles are used for both establishing and background shots, but it's obvious no interiors were filmed in them. Most of the action takes place on a handful of claustrophobic sets (even the outdoor scenes lack scope) in a decidedly uncinematic style, totally inappropriate for a musical. To make matters worse (possibly in an attempt to keep the attention of restless moppets), everything is photographed in an very annoying, in-your-face manner, with slapstick usually found only in silent comedies jarringly tossed in. Both adaptation and direction are about evenly matched for dullness (the screenplay barely scrapes the surface of the original novel), and the less said about the "costumes", the better. What a shame, because the no-name cast (a mixture of American and British performers) are attractive and engaging, with Gene Bua a standout as Miles Hendon. The songs by George Fischoff and Verna Tomasson are catchy and likable and well performed by the actors, who deserved a better showcase than this. Alas, the producers were apparently content to grind it out as cheaply as possible, and this is only too obvious. Not surprisingly, the film vanished after it's spotty playdates and was soon forgotten. The music and lyrics, however, suggest that a much better movie could (and should) have been made. There was a soundtrack album issued (long out of print) on Pickwick records, which leaves a much better impression than the film.