The film depicts the sexual competition between three roommates — the aggressive, womanizing drummer Tolen (Ray Brooks), the shy, paranoid schoolteacher Colin (Michael Crawford), and the neutral artist Tom (Donal Donnelly) — when a young girl from out of town, Nancy (Rita Tushingham), enters their London world.

Directed by Richard Lester
Produced by Oscar Lewenstein
Written by Charles Wood
Starring:
Rita Tushingham – Nancy Jones
Ray Brooks – Tolen
Michael Crawford – Colin
Donal Donnelly – Tom
John Bluthal – Angry Father
Wensley Pithey – Teacher
Timothy Bateson – Junkyard Owner
Peter Copley – Picture Owner
William Dexter – Dress Shop Owner
Bruce Lacey – Surveyor’s Asst.
Dandy Nichols – Tom’s Landlady
Kenneth Farrington – Guardsman
Music by John Barry
Cinematography David Watkin
Editing by Antony Gibbs
Distributed by United Artists Corporation
Release date 3rd June 1965
Running time 85 minutes
Making the film immediately after working with The Beatles on A Hard Day’s Night and just prior to Help!, Lester made major changes to the play, adding his own touch through direct address, unexpected oddly-edited sequences, humorous subtitles, and a Greek chorus of disapproving members of “the older generation”. The film had Lester’s distinctive visual look. Talking about the film in the 1980s, actor Ray Brooks said:
“He’s a very visual man…They reckon that you could take any frame from Help, The Knack, and A Hard Day’s Night and you could put it on the cover of Time/Life. Everything was so beautifully shot.”
