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While this is certainly not one of Polanski's finest, it is admittedly a damn funny effort. As a warning, don't expect any real substance to this film. It's ridiculous and trivial, but there are laughs throughout. "What?" fills the gap for those who get a kick out of 70's porn plots, but get bored during the sex scenes. This being said, know that it can easily offend. Expect a movie that will get giggles out of a rape scene. It is a no holds barred comedy that breaks ground that "Happiness" will sweep in to master.

Polanski combines his psychedelic absurdity of "The Magic Christian" with the stark strangeness that he would later delve into in "The Tenant." It is a valiant attempt to create a surreal sexual comedy. For most films, the lack of any depth to the characters will turn away even the most devoted viewer; but "What?" creates entertaining caricatures that bobble and bump into one another, with surprisingly charming results. It is difficult to say whether this is a good film or not, albeit it is shot beautifully, and leaves the viewer with many a chortle, but compared to the brilliance of his other films it seems a bit empty. The film can be best likened to a scarred and matted alley cat that loves to come and visit. It is rough on the edges and not nice to the touch, but the affection it gives leaves the soft spots all the more appealing.

I've never seen a movie that feels more like an off-his-rocker director who'd recently found fame and riches, likely on a drug binge, using his funding to basically say **** you and splooge all over his entire audience, by making a completely ridiculous, meandering, pointless, and entirely nonsensical "movie", which of course stars a strikingly gorgeous lead actress who is half naked the majority of the time.

I am a huge fan of Roman Polanski's early filmography (60's-70's) but I swear he must have been on a drug BINGE when he decided to make this movie. Thriving after the success of Rosemary's Baby, binging on who knows what, and thinking "I can do whatever I want, so I'm going to do this, LOL". One of the most careless celluloid jerk-off's I have ever seen. Is Sydne Rome beautiful? Yes. Is the movie hilarious? Sometimes, but not usually. Does it have a plot? No. Is there any sort of structural progression to it? No. Is it hilarious that he made it? Yes. Will I ever watch it again? Probably not.

Sydney Rome is an American traveling in Italy who flees to a private villa after being attacked by some really inept rapists. Within the estate she meets a bunch of crazy people, including former pimp Marcello Mastroianni in what has to be the craziest, most outlandishly go-for-broke performance of his career. Comparisons to Alice in Wonderland (always mentioned in conjunction with this film) are a huge stretch, I think. There's an innocent girl in a strange place surrounded by crazy people, but that's about the extent of the parallels. At best it's like Lewis Carroll reinterpreted by a horny high schooler who still giggles when he hears the word "breast." Nevertheless, for the first half hour or so I thought this was one of the funniest movies I had ever seen. Unfortunately it climaxed with Mastroianni crawling around in a tiger hide making meowing noises (whereupon Rome starts "taming" him with the whip). After that the film never really recovers the energy it started out with and viewers are left with little to do but wonder how Rome will be humiliated next (first her shirt is ripped, then stolen, then she walks around wearing a napkin until she finds another shirt, but then her pants are stolen, finally she loses the shirt, etc). I love unadulterated nonsense (SCHIZOPOLIS, FORBIDDEN ZONE, THE BED SITTING ROOM) but aside from a couple of choice moments this film's particular pointlessness was lazy and uninspired.

The parallel between the story of "What?" and "Alice in Wonderland" by Lewis Caroll is very interesting, and maybe this film is the most precise adaptation of Caroll's crazy story, precisely because it really shows all the sexual content of Alice's dream trip. The movie construction reminds the "passage" of Alice "behind the mirror": she escapes the cruel world (the rapists) when she goes down to the "loonies house". Mastroianni's pimp character reminds of the Mad Hatter, because he keeps asking Sydne Rome if she wants to have tea with him around five o'clock. Polanski's character can also be seen as the Mad Hatter sidekick in the book: he keeps fighting with Mastroianni all day long, as if it was some kind of game between them. Polanski is very funny as a nervous "little guy" with a splendid mustache! At the same time he was shooting "What?" in Italy, Andy Warhol and Paul Morrissey shot "Flesh for Dracula" nearby, and that explains Polanski's apparition with mustache in a scene of this film. Of course, the "sexual innocence" of Sydne Rome put the film on the rank of "erotic fantasy". The tribute to "Alice" is clear, but it seems that the film may have influenced a great Italian erotic illustrator, Milo Manara, whose sexy heroins really look like Sydne Rome, and are often place in similarly "unvolontary" sexual situations (oooh, the pooor girl lost her clothes, what a shame!). Anyway, this is a crazy absurd funny and sexy film, that never takes itself seriously (at the end, Rome yells to Mastroianni: "Don't worry, this is only a film!")with a very colorful and "sunny" atmosphere.

Words seem rather moot in attempting to describe a film of this nature. Roman Polanski's bizarre, unfunny, yet beautifully-made film about a beautiful but naive American who becomes trapped in a decadent setting of horny Italians and indifferent foreigners is almost too embarrassing to be associated with the great director. And yet, it kept my interest practically the whole way through.

Roger Ebert has often noted that it takes a great director to make a truly awful film. Polanski surely is talented but is this film a travesty? The truth of the matter remains that it is surely one most Polanski fans either have not seen or are avoiding like the plague. This may be a good idea. Nevertheless, there are reasons why this film seems to haunt the fringes of the cinematic world. It has often been compared to Alice in Wonderland with its plot of a young girl being thrown into one crazy situation after another within a confined space. As for any possible meaning or symbolism behind these set pieces, I have no clue.

Perhaps we are not supposed to look too closely. Maybe this is Polanski trying to relax and make a comedy, mixed inevitably with his trademark absurdity and sadness. In the end, the traits which make Polanski unique remain visible despite the surface appearing much too seedy and unwholesome for the average film viewer. This is a film that cannot be recommended or hated, only observed of how bizarre it truly is.