There's a vaguely interesting storyline with a tragic overtone in this little film - if you were generous, you could even call it "Ludlum-esque" - and the two lead actors have done good work elsewhere, but any promise "Project Kill" might have is buried from the opening credits under laughable execution and cheap, shoddy direction and production values. <br /><br />I don't have the problem some viewers do with Leslie Nielsen as an dramatic hero, because I remember him from "Forbidden Planet". And Gary Lockwood was good in "2001" and even played the dashing lead in a light-weight fantasy film called "The Magic Sword". But this film proves that these two actors are really only as good as their screen-play and director let them be - they're badly miscast as secret agent "killing machines". Lockwood, in particular, just can't seem to get with the program - half of the time, he doesn't seem to know what to do with his arms. Nancy Kwan is OK - although she is so skinny and frail looking that it's kind of hard to see her as a sex object, and the other female "lead" is annoying, shrill and unappealing. (I admit that the lines her character has to speak don't help her cause.) <br /><br />Oddly, the acting in some of the minor parts is a lot better, or at least more suitable for the story. Victor Diaz hams it up nicely as the chief gangster, and the guy playing Inspector Cruz is actually a pleasure to watch - here's a character actor who knows what he's doing on camera. And some of the extras and gangster thugs mug pretty well for the camera. Also, when they get shot, they really get into the whole "death throes" thing. <br /><br />As for the fight scenes - it's as if someone associated with this movie watched the action sequences from "Mannix" and "Star Trek" and took notes...but they then lost their notes and tried to reproduce every thing from memory five years later. Nielsen and Lockwood are actually in pretty good shape for older male actors from that era, and Nielsen in particular is pretty buff with his shirt off - but they aren't fighters and they look silly and stiff trying to mix it up with the bad guys and with each other. There are a couple takes that don't completely such; for instance - there's a scene where Nielsen charges a door and shoots a bad guy through the door and back-fists another one out the window - that one was decent. Lockwood sucker punches a couple of thugs in a bar and hits one with piece of furniture, and that's decently done. But that's about it. <br /><br />There are some nice, pretty shots of scenery, and one or two decent shots of Nielsen looking forlorn and lost, but for the most part, the movie is completely static and boring; even the sound and vocals are muddy and muffled. Sound design is one of the most underrated, but important, aspects to a quality film, and this one was obviously recorded on the cheap, which costs it another star. <br /><br />Did I mention that the plot makes no sense? That there are holes in it you could drive a truck through? That most of the dialog completely misfires? <br /><br />I only paid a buck to see this (it's a reissue from Digiview Productions) and I watched with a couple of glasses of nice wine late one night after everyone else had gone to bed, but I wasn't sleepy...I was looking for a time-killer, and that's what I got. <br /><br />Poor Gary Lockwood. I hope he recovered from this.