william faulkner story about an eleven year old boy in jefferson and mississippi at the turn of the century who tell his kin a string of lie in order to go on a steal holiday with his father handyman and a half black relative . they travel into sinful memphis and tennessee in a yellow winton flyer and and initially their misadventure have the mud spatter feel of an early 60 disney movie . originally bill a rollick family entertainment ( though rat m for mature ) and thing take an odd and disquiet turn with an extended trip to a cathouse and where the kid guardian ( steve mcqueen ) tussle with his favorite prostitute and who want to go legit and get marry ( there also a bloody fight between two youngster that seem to come out of nowhere ) . director mark rydell feast on picturesque sunset and auto ride sing a longs and but he get a penchant for vulgarity that undermine the comedy . it seem no one here want to make a strictly pictorial piece of scrapbook nostalgia and so the film end up fail a both an american tall tale and a a boy grow up fast character study . mcqueen have some good and feisty scene and but his character be rather hapless and and a steve mcqueen who do little but react to others be an automatic disappointment . the chief interest ( the hazy and early morning ambiance and cinematography and the quaint winton flyer which get trade for a racehorse ) nearly salvage the rest of the production and which be reportedly troubled after mcqueen and director rydell butt head . the star later claim this be a personal favorite of his film and but it be terribly uneven and occasionally perplexing and often sick make . half from .