(There are Spoilers) Based on the 1963 Tennessee Williams play "The Milk Train Doesn't Stop Here Anymore" the movie "Boom" is about a terminally ill rich high society widow who had outlived, not divorced, her six husbands and is now in the process of working on her autobiography before her final curtain call.

A horror to work for Flora "Sissy" Golforth, Elizabeth Taylor, treats her servants that includes her ruthless and diminutive chief of security Rudi, Michael Dunn, and the on call doctor Dr. Evilo, Romolo Valli,worse then dirt. Consequently going into wild and uncountable fits as she pops pills and gets daily injections to keep the pain of the unknown and unnamed illness thats slowly killing her in check.

Unexpectedly showing up at the island is poet Chris Flanders, Richard Burton, an odd sort of gentleman who hasn't really done anything worthwhile in the literary department in over ten years. Flanders is strangely attracted to the mad Mrs. Goforth who's looking to have one last fling before she goes out for good. The movie filmed off the island of Sardinia has Sissy living on this giant mansion atop a high cliff and just about driving everyone crazy to the point where they just, like her personal secretary Miss Black (Joanna Shimkus),can't wait to take the first boat out. Yet at the same time are stuck there knowing that it would be inhuman to leave the screaming but dying woman to face death all by herself.

Besides the somewhat odd-ball Chris Flanders there's also the utterly weird and even more mystifying Noel Coward playing, in a part that was originally written by playwright Williams for a woman, someone called The Witch of Capri. Coward, or the Witch, had so many blood-transfusions over the years that he doesn't have a single drop of his own blood left in his entire body. The Witch is also very privy to who Flanders really is, the Angel of Death, and knows of a number of persons, now all dead, whom he had visited over the years.

Flanders dressed, courtesy of the lady of the house Sissy, in a dark and ominous looking samurai outfit together with a razor sharp samurai sword is not at all fooled by Sissy's wild and crazy actions knowing that her time of earth is fast coming to an end. He also archives the odd and almost unenviable distinction of being the first and only man in the glamorous Sissy Goforth's life to refuses to jump into the sack with her after she invited him into her bedroom! A feat that must have taken almost Herculean will power on his part.

We learn from both Flanders and the mysterious Witch of Capri, Noel Coward, that he was just an ordinary man trying to make a living, writing poetry, until some time back in California. Then Flanders helped a rich old miser from a local nursing home kill himself, by strolling into the Pacific Ocean, who like Sissy just couldn't take the pain anymore. Later coming under the influence or wing of an old Indian, or Native American, mystic Flanders then found his true reason and role in life and that was to be at the side of rich and dying men and women,like Flora "Sissy" Goforth. Flanders noble work is to ease them into the next realm of existence, death, with as little pain as possible.

A bit hard to take at times with the then worlds most famous couple Dick & Liz having a ball interacting with each other on the screen to the point that you almost forgot that the very healthy and obviously well fed Sissy Goforth was actually on the brink of death. Richard Burton was a bit to old, at 42, to be playing the young and wondering poet of the Tennessee Williams play Chris Flanders and his wife Elizabeth Taylor was much too young, at 35, to be playing the much older Mrs. Goforth who had already been married six times. This took a lot out of the authenticity of the two parts that the leading two actors in the film played.

The beautiful photography of the Mediterranen coast with the sea waves majestically crashing into the rocks did make the movie "Boom" more then watchable. There's also Miss. Taylor in an unforgettable scene dressed in a mind-blowing all-white Japanese Bobuki outfit, at a private dinner with The Witch of Capri, which was so eye popping that it would have turned heads and stopped traffic even at the very accident prone Indianapolis 500.

If death comes to those that bray, then Elizabeth Taylor's Flora Goforth will be going forth sooner than she thinks. When Richard Burton's stranger approaches her secluded island compound yelling out her name, it appears that destiny has come a-knockin'. The nasty Flora has a vile temper, screaming at servants and trespassers with great glee, but underneath her delight in her vile personality is a truly unhappy, lonely woman. Burton is attacked by her guard dogs, put into a guest house, and worms his way into Mrs. Goforth's life. Noel Coward, making his entrance on the shoulders of a young man, is a nasty gay character known as "The Witch of Capri", and boy, is he quite a piece of work. Warning Taylor of Burton's reputation, Coward obviously has his own lusts for the younger man who isn't really all that desirable, Burton having greatly aged since his first appearance with Taylor five years before in "Cleopatra".

Not so much pretentious as it is audacious, it is easy to see why that this has inspired years of both criticism and praise for its obviously deliberate camp elements. The play ("The Milk Train Doesn't Live Here Anymore") was much more subtle in its storytelling with Flora an aging eccentric writing her memoirs and dealing with uncompleted lusts. The character is greatly youthened, while the character of the "Angel of Death" is oddly aged. A strange tale like this could only come from the mind of someone like Tennessee Williams who seemed to have a fascination with old ladies on the verge of death facing their disappointments and their destiny with delusional lust which takes that deadly sin into a level of degradation that results in destruction.

"We're eating their eggs. It cuts down on the population", Taylor says, urging Coward to have a seagull's egg as an appetizer while she sits across from him wearing a spiked hat that Cleopatra would have tossed into the Nile. Taylor, still gorgeous, is far too young for this part. It was originally played in an Off Broadway production by eccentric character actress Hermione Baddeley, flopped, and returned briefly with none other than Tallulah Bankhead in the part. I saw the recent Off-Broadway production with Olympia Dukakis in the role, and while the play was far from perfect, the performance of Ms. Dukakis made it seem so much better.

It's obvious to me that unless the leading lady is perfect in the role, it will bomb, and Taylor screeches every line as if she were a combination of every braying character she had ever played. At least, even as Martha in "Who's Afraid of Virginia Woolf?", she added subtlety in spots, but her Flora shows absolutely no softness, making her twice the shrew than Shakespeare's Kate, a role la Liz had just played to great success the year before. Burton seems around to just carry on the teaming and is totally miscast. Perhaps Daniel Massey, who received an Oscar Nomination the very same year for playing Noel Coward in the musical "Star!" would have been a better choice, and it would have been ironic to see him and Coward rolling around on the bed together.

This is an extremely hard film to get through even if you are curious about the outlandish costumes, terribly gauche sets and eye-rolling performances. Had it been a foreign film (perhaps directed by Fellini or Bergman),it might have been a lot easier to take and even done more subtly, but the attempts to turn this into an artistic metaphor of the sordid lives of the rich and ridiculous just becomes very heavy-handed and absurd. Williams plays tend to be mostly unfilmable, and other than his more accessible plays ("The Glass Menagerie", "A Streetcar Named Desire"),don't hold up well for the most part on screen.

Is rich, ailing Elizabeth Taylor courting the Angel of Death on her island fortress in the Mediterranean or is she just overreacting--or, more precisely, overacting--as usual? Actually, both are applicable in director Joseph Losey's meandering, over-the-top camp-drama "Boom!", appropriately-titled since tempers in the lush, luxurious setting are nearly ready to explode. Richard Burton climbs Taylor's mountain uninvited; she dresses him in a samurai's robe complete with sword. One has to wonder what the stars thought they were doing: Taylor is too young for her role, Burton too old for his. Though handsomely-presented in widescreen, the film is alternately abrasive and maddening, though it's a must-see for Liz 'n Dick-philes; the couple's collective "what the hell" attitude to their late-'60s film careers reached an ego-mad nadir here. Screenwriter Tennessee Williams, adapting his unsuccessful play "The Milk Train Doesn't Stop Here Anymore", was reportedly quite fond of the picture, and cult director John Waters has said it's his favorite film of all time. **1/2 from ****