It's funny watching the elements come together in this complicated scam. On one hand, the set-up isn't quite as complex as it seems, but there's an easy sense of fun in every exchange.

Blistering performances.

Like the great film, it's made with a great deal of visible affection both in front of and behind the camera.

True to its essence, the characters remain on the same line and manage to entertain the viewer, each highlighting their own distinctive qualities or touches.

Mary Clancy (Hayley Mills) and Rachel Devery (June Harding) arrive at the same time to begin their sophomore year in St. Francis School for Girls, somewhere in Pennsylvania. Mother Superior (Rosalind Russell) has overseen the school run by her religious order for some time. She has met and learned to deal with all kinds. But she's in for new experiences with Mary and Rachel. Mother is a resolute person, wise with age and experience. The question is – can the school survive these two characters?This is a wonderful story with comedy galore. It's also a fair look at the running of a Catholic boarding school in the mid-20th century. The setting is somewhat unusual because the school is housed in an old estate that also serves as the mother house and convent for the order. If anything, the film is very light on the things Catholic. Except for a couple of short chapel scenes, and Mother Superior saying grace before their first meal, it leaves out much of the daily practices of prayer, adoration and the Mass. The movie is a good blend of the pranks and hijinks that are the work of the two girls, and the wisdom of a religious woman as she metes out justice to discipline the girls. All of the cast are very good. Russell is very believable as a religious and experienced mother superior. The actresses playing the roles of other nuns contribute to making this the fine movie that it is. Binnie Barnes, Marge Redmont, Camilla Sparv, Mary Wickes and others were superb in their roles.Other girls were very good in their roles, but Mary and Rachel were tops as the spark plugs of the story. As Mother Superior adroitly observed and told her associates, Rachel is a follower, so it's Mary the leader, who will be the greatest challenge. Most of the comedy is in various scenarios that the two girls cook up. They usually spring from "a scathingly brilliant idea" that Mary has. It's a fun film that the whole family should enjoy. The ending might sneak up on some, but I had a hunch of what might happen from a couple of late scenes in the film. Hayley Mills was 19 years old when this film was made, and she progresses three grades from ages 16 to 19 nicely. Mills, the daughter of British film star John Mills and British playwright Mary Hayley Bell, became a major youth star after two smash hit Walt Disney movies. She starred in "Pollyanna" in 1960, and then took the world by storm in "The Parent Trap" of 1961. She had a number of other hit movies through the mid-1960s. But her stardom and huge film success ended by the time she was 30. At age 20, after filming "The Family Way" in late 1966, she began an affair with the director, Roy Boulting. He was 53 years old. She lived with him for five years until he divorced in 1971, and then she and Boulting were married. That lasted just five years, and by the time of her divorce in 1976, her bad film choices had dropped her out of the spotlight for good. She has continued to make movies, including some TV films and shows, and she acts on stage. Does anyone wonder that her parents likely urged Mills not to get involved with Boulting? Besides being married, he almost was old enough to be her grandfather. Here are some sample humorous lines from this film.Mother Superior, "Sister LIguori is my assistant and teaches mathematics. You'll find her methods newer than new."Mr. Petrie (played by Tim Hutton), "The finest educated minds in the country happen to be on our side." Mother Superior, "God is on ours."Mother Superior, "Will you please, in the future, remember that St. Francis is not a training school for counter spies."

Mother Superior Rosalind Russell has her hands full with two brats at Catholic boarding school. I wanted to like this more than I did. Russell is good as are the other adults. But the kids just irked me. Hayley Mills in particular was very annoying. There seemed to be no rhyme or reason for her bratty behavior. She was like a female Dennis the Menace. She just kept getting into trouble. For some reason there's little time spent on story here. It's like a series of vignettes instead of a cohesive plot as the movie goes from one incident after another with little room to breathe. The comedy is all very broad and seems to rely upon you enjoying the hijinks of Mills and her sidekick (June Harding). Since I didn't enjoy their antics it left me with very little to laugh at. The last half of the movie is a little better as there are more serious and touching moments. However the ending felt pretty contrived. Obviously this is a sentimental and nostalgic favorite for many. I can sympathize with that. I wish I liked it more. But I found it ultimately disappointing.

Mary Clancy (Hayley Mills) gets shipped off to a Catholic boarding school by her guardian, a wealthy, woman-chasing uncle, who doesn't want her around. Almost instantly, Mary makes her feelings about being at the school very clear to the woman in charge, Mother Superior (Rosalind Russell). She, Mary, hates it! Naturally smart and devious, Miss Clancy, with the help of new and only friend Rachel, starts to enact "scathingly brilliant ideas". This includes putting soap bubbles in the nuns' beverages, leading "tours" to the sisters' living quarters, which are strictly private, and much, much more. But, M Sup, having been witness to the teen's uncle's nature, decides not to expel her, only give Mary tons of dishes and chores. Slowly, Mary's attitude to the school begins to change, as she sees the sacrifices the sisters make for others. Especially meaningful to Mary is the day they hold a Christmas party for a women's nursing home and Mary sees how M Sup consoles and hugs a lady whose family doesn't bother to attend. Could there be angels unaware that they are angels? Yes! This is a classic Mills film which also boasts a terrific performance by Russell. Although made nearly 40 years ago, families will still get the biggest kick out of the teens' antics and the meaningful life lessons they learn from the lovely nuns. All supporting cast members are terrific, too, as is the school setting, the costumes, the amazingly great script and the equally fine direction. If you have never heard of the film or you just want to take a stroll down memory lane, Trouble with Angels is superior entertainment for any evening.

The thing I liked about this movie was the chemistry between Hayley Mills and June Harding. When the movie was filmed, June was 25 and Hayley was 19. You don't see girls in films much less women have that kind of chemistry. Turn off the sound, you feel the energy between the two. Even when they aren't on the scene, you see the reactions of the nuns and the girls focusing on guess who. The director didn't want to put close actions shots of the two unless for circumstances, sentimental reasons like getting in trouble, holidays, or graduations. If they did have close moments, one would look away but never at each other to not make that certain impresario. One was passive and the other aggressive like a doctor and his assistant. The implication was that they were there for themselves and the bonding was out of necessity. Throughout the move, the viewer sense was that one was going to leave but when and how.