Billy Budd is one of those under-appreciated films that demonstrate just how good movies can be when the producers don't succumb to the temptation to `Hollywoodize' a great work of literature. Peter Ustinov is to be commended for not adding any gratuitous love-interest to this film. In fact, there are no women in the movie at all, nor are is there any reason why there should be. Ustinov is also to be commended for not mitigating the tragic overtones of Mellville's story. Very few movies have been produced, apart from adaptations of Shakespeare, that can truely by characterized as tragedies. For Billy Budd is, indeed, a tragedy in the classical sense of the word. Billy is a classic tragic hero in that he is brought down by his single fatal flaw: an inability to articulate under emotional stress. By the same token, Captain Vere's tragedy lies in an equal inability to see beyond the need to uphold the letter of the law. All the cast do a superb job, but Terrance Stamp is particularly outstanding in the Christ-like title role. Ustinov himself also shines as the Pilate-like Captain Vere, and this movie may well be his finest performance. Robert Ryan also stands out as Master-at-Arms John Clagget, one of the most enigmatic villains in all literature. About the only criticism that has been directed at Billy Budd concerns the seeming incongruouity of the film's final scene. Without giving too much away, it should be pointed out that, after the mass-mutiny of the sailors in the British Navy in 1797 (the historical period in which Billy Budd takes place), those same British sailors turned around and achieved a resounding naval victory at the Battle of Camperdown. Bearing that in mind, the ending does not seem quite so unbelievable after all.