This is a strongly-scripted and well-made adventure film, with solid stars in Maureen O'Hara, John Payne and Howard da Silva . But its directorial history is a bit curious. Will Smith, then O'Hara's husband, had been wanting to direct. he got his chance with this movie and did a creditable job as producer and as director However, he had been cheating on her, so the couple divorced soon afterward and Price only directed two forgettable movies thereafter. The story told herein is of a mission featuring a force of US marines sent to combat the 18005 activities of the "Barbary Pirates", North African corsairs who were stopping the ships of other nations and robbing them or worse. The Marine's Hymn refers in the line "to the shores of Tripoli", to this same action. Maureen O'Hara, lovely and talented as ever, plays a French countess inexplicably betrothed to a local bigwig; Da Silva is humorous and excellent as a Greek mercenary hired to help Payne's marines find and destroy the pirates and their stronghold. Much of the film's footage concerns desert treks, during which the male-female conflict between Payne and O'Hara turns into something much more than mere instant dislike. There are some very -fine achievements connected with this attractive color production. James Wong Howe did the cinematography, Winston Miller and Price the script, Yvonne Wood the costumes, Alfred Kegerris the sets and Howard Pine the action and second- unit footage, which is far-above average. Those actors who contributed to this fast-moping and unusually-intelligent film included Philip Reed as the Countess's nefarious pursuer, Grant Withers, Connie Gilchrist, Alan Napier, Herbert Heyes, Lowell Gilmore, Grandon Rhodes and Rose Turich. There is a visually-exciting concluding battle and a happy ending. Favorite line: Greek da Silva modestly replying to US brass's thanks by saying, "Always glad to help a young country get started." A favorite film of mine, for several reasons; this is more than just a vehicle for the stars; it has dialogue, lovely scenic values and very good blocking, acting and overall production qualities.