This film is a faithful rendition of Welsh poet Dylan Thomas' last major poem, Under Milk Wood. It affectionately examines the day-to-day life of the inhabitants of a small Welsh fishing village. The poem is narrated by Richard Burton, himself a Welshman and a great aficionado of Thomas' work. The narrative framework comes through the character of Captain Cat (Peter O'Toole), a retired seaman who, though blind, knows the village and its inhabitants so well, it is as if he could see. The colorful characters of the village are delineated in short vignettes by a host of very distinguished British actors. Elizabeth Taylor, Burton's wife at the time, makes a brief appearance as Rosie Probert.