I agree with many of the comments here, but most have opted to concentrate on Walter Matthau's (forgive the spelling if it's wrong) delicious performance as Captain Red. While it is undeniably brilliant - a few dodgy accent moments aside - especially when you consider how few risks many actors take with their casting, I would like to draw attention to a fine performance by Cris Campion as The Frog. When I was watching this again the other day and getting my girlfriend to watch it, she at first despaired when I told her the frog was the romantic lead. I told her to have patience, and at the end she could, after all, see why he was the object of Dolores' love. Head and shoulders above nearly all young actors around at the moment, Campion exudes passion, swashbuckling- derring-do and smouldering charm as well as being an excellent foil for Matthau's comic exertions. This makes his love story with Dolores all the more heightened and genuinely affecting. In many modern "buddy" films, the onscreen duo have no chemistry and are simply put together to maximise box office interest, but Matthau and Campion are a perfectly matched pair, the frog's unfaltering loyalty to his captain matching Red's utterly selfish backstabbing. You get the feeling that if there is one person in the world that Red would not betray, it might be the frog - even if he might eat him!