In a major change of genres, Lindsay Anderson (IF. . ., O LUCKY MAN!) directs two legendary American actors in this charming, simple story of two elderly women looking back on their lives, and still planning for the future, as they wait to see the migrating whales pass their summer house on the coast of Maine. Lillian Gish, the star of WAY DOWN EAST in 1920, plays Sarah Webber, a slightly frail but still active woman who now cares for her blind sister, Libby, played by Bette Davis. Famous for her acerbic tongue, Davis does not disappoint as the domineering older sister.

The film opens with a black and white montage of Libby (Margaret Ladd) and Sarah (Mary Steenburgen) running to see the whales when they were young girls. Later Anderson uses photographs of the sisters in their youth using actual photos of Davis and Gish themselves. These have a striking familiarity, Davis's black hair and those penetrating eyes and Gish's beautiful smile, give instant recognition to how time has passed for these two women.

THE WHALES OF AUGUST is like a Checkov play, complete with an exiled Russian nobleman, about faded memories and family loyalties. Vincent Price brings a quiet dignity to the role of Mr. Maranov, who asks if the sisters will take him into their home as a boarder. Ann Southern as Tisha Doughty, a neighbor who has know the sisters all their lives, tries to mediate between the always-quarreling sisters. But this film clearly belongs to its leads. Bette Davis and Lillian Gish play off each other perfectly, turning a rough stone of a story into a polished gem.