Olivia de Havilland is top-billed on My Cousin Rachel, but Richard Burton’s the star. For better or worse. Burton’s a young English gentleman, de Havilland is his cousin. And his cousin–and guardian’s–widow. She doesn’t appear for the first twenty-five minutes of the film, which instead have Burton becoming more and more concerned for his missing relative, who’s met de Havilland in Italy and impetuously married her.

The cousin calls for Burton because he suspects de Havilland (well, we don’t technically know it’s de Havilland yet because she isn’t in the movie yet) of poisoning him or somehow doing evil to him.

Burton’s trip to Italy culminates the film’s problems with rear screen projection. There’s some bad rear screen projection later, but pretty soon the movie is just set on the estate. The first act is rife with problems though. Joseph LaShelle’s photography never matches, contrast-wise, and director Koster shoots Burton super broody in front of those shots. Burton gets a lot better once de Havilland shows up, but at the beginning, he’s moody for no discernible reason. Other than him–at twenty-four–not being grown-up enough to be home alone (without the cousin who’s going to marry de Havilland… off-screen).

It causes a big disconnect as later on Burton’s often pouting about no one thinking he can put on his big boy pants by himself.

The Italy sequence is mostly indoors, with a couple too brief establishing shots. They don’t have problematic rear screen projection, they have problematic matte paintings. Again, it’s more the photography not matching than anything else causing the problems.

Once Burton gets back–after making a vow over his cousin’s grave to get to the bottom of his death–de Havilland shows up. She’s broke. Burton got all the money. He suspects her of being after it. Only it turns out she’s so sweet and sexy (even if she is thirty-five), Burton can’t resist her.

And then My Cousin Rachel turns into this wonderfully uncomfortable “romance” between de Havilland and Burton. Is she leading him on, how much is she leading him on, is she saint or villain. With a handful of exceptions, all of de Havilland’s scenes are opposite Burton. She gets few to herself, usually meant to raise or assuage the audience’s suspicions, but otherwise every moment is confusion. There’s Burton’s reliability, which gets more and more suspect as he gets more and more enraptured with her, but there’s also de Havilland’s actions and her timing of them. She’s definitely manipulating Burton; is it accidental or intentional. de Havilland has to raise those suspicions in scene and in subtext. There are no showdowns, no big revelations from her. She’s always a mystery. Only de Havilland doesn’t play it like she’s an intentional mystery.

The supporting cast oscillates between reinforcing suspicions and alleviating them. Burton’s guardian, Ronald Squire, is sometimes sure de Havilland’s good, sometimes sure she’s bad. Audrey Dalton, as Squire’s daughter and Burton’s initially presumed love interest, actually has the hardest part in the film because she’s got to get clued in to Burton’s obsession without ever seeing de Havilland encourage it. Given how things shake out in the end–and how badly the Italy interlude goes–Dalton probably should’ve been the protagonist (but not lead). She’s pretty much the only sympathetic character in the whole picture.

Then there’s George Dolenz as de Havilland’s Italian admirer and confidant. He’s another creep who might or might not be a creep. But since Burton gets to be quite the creep himself….

After a somewhat unsteady opening, the film gets quite good for the second and third acts. Burton’s a little too flat in his brooding, but de Havilland plays off it perfectly (apparently they couldn’t stand each other, which just seems to make their lop-sided chemistry all the better). And there’s even some great rear screen projection, albeit not of landscapes but for dream sequences.

The finale, however, is way too abrupt. The film forgets its been calling Burton’s reliability into question and only wants to concentrate on de Havilland’s. In the third act, even in good scenes, it’s hard not to notice there are only two female roles in Rachel–de Havilland’s succubus and Dalton’s saint. Even de Havilland and Dalton bring more to the parts, Johnson’s script doesn’t reward their contributions.

Franz Waxman’s score is all important. It’s dramatic, emotive, scary, lush, tragic, romantic. All the adjectives. The music is what gets the movie through some of the bad rear screen projection photography too. It implies a lot more going on in Burton’s head than Burton’s expressions or the narration do.

Koster’s direction is okay. It’s a little bland and it does nothing to get around the Code constraints, but some of those problems are Johnson’s fault, both as screenwriter and producer. Otherwise, Johnson’s script is excellent.

The movie just cops out with Burton, who’s the lead, even if he’s not top-billed. It’s constructed to cop out on de Havilland, but not on Burton, which is a shame. The film overcomes that first act and gets quite good thanks to de Havilland only to choke at its conclusion. Burton’s too flat on his own, sure, but it’s also on Johnson and Koster.

It’s a shame.

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