The positives: 1. Another fine performance from the boy who plays in Super 8. 2. Great soundtrack. Really. It doesn't seem to fit this film. The negatives: 1. Poor screenplay. Dialogue tries to be faithful to time period but comes off very odd and wooden/ artificial. 2. Poor casting. Outside of the main character of Tom, every other actor seems destined to play in B movies. 3. Poor editing. No doubt due to (1) above, but the editing was choppy, in large part due to a choppy storyline / script. 4. Poorly synced voice overs (see #5). 5. Poor casting. The teacher has a jarringly odd, non-Midwestern accent (German?) which simply pulls the viewer out of the movie. Becky is a fine actress but is just not well cast to this Tom. The judge clearly never voices a single line; everything is (poorly) dubbed for this Bulgarian actor. 6. Dialogue tried to be faithful to the time period but failed. Toward the end, I believe Tom even says "fudge" for "fu--." Dialogue /scripting was just very artificial. 7. Storyline was methodical but never natural. Things "happened." But it never flowed. 8. Some scenes of the Mississippi were shot on 16 mm (or poorer quality film stock) and inserted into the movie, but they don't integrate well. 9. Narratives of Mark Twain (Val Kilmer) interrupt the story, and, while they introduce a novel concept to the storyline, simply feel odd/off to story progression. In short, this really felt like a C movie (not even a B movie) in caliber, due to uneven production value.