Released in December 1965, Thunderball delivered some of the silliest - and most unforgettable - moments of the James Bond franchise.

Thunderball was almost the first Bond movie. Its story came from Ian Fleming's desire to develop a Bond film after several years of literary success with the character. Along with writers Kevin McClory and Jack Whittingham, Fleming developed a screenplay that could bring the super-spy to the silver screen in 1959.

Not long after receiving a finished draft from Whittingham, Fleming took the screenplay and turned it into Thunderball, a new 007 novel with only his name on it. He was promptly sued, and the the eventual settlement gave story credit in the movie to Fleming, McClory and Whittingham. By that point, in 1963, James Bond was already a big hit with Dr. No and From Russia With Love.

McClory also gained movie rights to elements of the novel, which would become a thorn in Eon Productions' side until the rights were returned in time for 2015's Spectre.

Watch the Trailer for 'Thunderball'

Because of the complicated writing process, Thunderball feels explicitly designed for the movies, and it made for a bigger, funnier, sexier James Bond film than even the previous year's Goldfinger. Like Goldfinger it traffics in larger-than-life stories and characters, with an endless succession of kills and charmingly groan-worthy quips ("I think he got the point," Bond says after killing a man with a harpoon gun). Terence Young, who had directed the first two films in the series but skipped Goldfinger, returned with a more realistic directorial sensibility that would ground the off-the-wall story and excessive production.

With a $5.5 million budget, Thunderball promised to be a bigger Bond movie than ever before. As Sean Connery told Playboy, "With Thunderball we've reached the limit as far as size and gimmicks are concerned." This was the first Bond movie shot in widescreen, which emphasized the glamour of its Bahamian resorts and festivals and captured the beauty of Atlantic sea life. Its expensively mounted deep-sea fight scenes would prove divisive as well.

The movie begins quickly, going from a funeral to Bond in a fistfight with a man dressed as his own widow in just three minutes. Even with a crackling, fast-paced fight scene that lets the two tear apart the room - from drapes to furniture to fireplace - the most exciting bit in the opening is 007's escape by jetpack, a fully functional Bell Rocket Belt that had wowed the world at the 1964 New York World's Fair.

Watch James Bond's Jetpack Escape From 'Thunderball'

The flight was stitched together from multiple takes of two Connery stuntmen, who could use the jetpack for only 21.5 seconds at a time. Outside of a distracting but necessary shot of Connery with rear projection, the effect is mostly seamless and cool enough that viewers won't notice its ineffectiveness: His pursuers catch up immediately. For Bond's getaway, the Aston Martin is equipped with power hoses, which blast into the camera to lead into the title sequence.

After the credits, viewers meet SPECTRE's Number 2, Emilio Largo, second-in-command only to Ernst Blofeld. The criminal organization's plot is soon revealed: arranging the theft of two atomic bombs from NATO and holding them for ransom.

Watch the SPECTRE Meeting From 'Thunderball'

Bond is recuperating from his fight at an elegant complex he calls "a dreadful place." But he never stops studying his surroundings, even as he uncomfortably manhandles a nurse who suggests he's healthier than he claims.

The audience is soon introduced to Fiona Volpe, played with icy intelligence by Luciana Paluzzi. Immune to Bond's charm, she later seduces and traps him, criticizing him with a pseudo-feminist viewpoint by mockingly saying, "James Bond, who only has to make love to a woman and she starts to hear heavenly choirs singing. She repents, immediately returns to the side of right and virtue."

She begins the movie following a romantic evening with a French pilot, Francois, and quickly leads him to death by SPECTRE assassins. Behind the killers is a man with Francois' face, a man named Angelo who will take his place on the flight the following day. With quick exposition, he explains that he received facial reconstruction surgery and flying lessons, and has spent two years preparing for the mission. Now he wants more money, and Fiona bitterly agrees to it.

Watch Luciana Paluzzi as Fiona Volpe in 'Thunderball'

The first major underwater set piece of the movie concerns the missile heist, a procedure that Young tracks plainly and patiently. As the men are killed, the pilot slowly lands into the ocean, getting the plane below NATO radars. The plane sinks into the sea as the crew emerges in scuba suits to net the missiles. Young ingeniously creates suspense and sympathy for the fate of Angelo the pilot, who, even as a mercenary villain, is treated ruthlessly by the SPECTRE crew due to his demands for more money. With a wave, Largo slices his oxygen tank.

The nuclear theft creates a panic among MI6 and NATO officials, who immediately send their agents across the world to discover what became of the missiles. Briefed on the mission once he returns to London, Bond knows what he must do. He sees the pilot Francois in one of the photographs, along with his sister, Dominique "Domino" Derval, and makes for Nassau, with a hunch that there he will discover the location of the bombs. To learn more he will have to seduce Domino, who is also Largo's mistress, and infiltrate the man's high-society charade.

Largo makes a perfect villain because he's so similar to Bond: cruel, stylish and efficient. Before the real fighting begins, the two have many verbal confrontations, where they size each other up and hint about what they know about the other without revealing it outright. Mostly, though, they try to emasculate each other. As good as these scenes are, Largo's highlights are the moments where he murders his own henchmen, often throwing them to sharks in his pool. Actor Adolfo Celi sells the character, even as he trades in his tuxedo for a scuba suit, finding charm and menace in the flamboyance.

Watch James Bond in a Shark Tank in 'Thunderball'

As Bond lays the groundwork for his scheme, he also investigates Largo's offshore ship, the Disco Volante, where he discovers the corpse of the pilot Largo killed. Shortly after that, he is attacked.

Movement and fight scenes in water are necessarily slow, which led to some criticism for how frequently they show up in this movie. Some of the film is able to draw suspense from Bond's underwater vulnerability; some of it is simply tedious and uninvolving. Connery was as disinterested as much of the movie's detractors would be. He admitted to Playboy that "this stuff underwater with bottles of oxygen strapped to one's back in Thunderball doesn't thrill me to bits." Helpfully, the movie has plenty of great material on Nassau to make up for the occasional drag of the underwater scenes.

Some of the movie's great material is in its coverage of the Junkanoo, a wintertime festival celebrated across the Caribbean. Shot in disorienting handheld style, the footage initially feels like attempts to insert local color into the movie. Only when femme fatale Fiona has used a night of lovemaking to trap Bond in Largo's clutches does the parade factor into the plot, as Bond uses it as a distraction for his escape.

Bond shifts his attention to Domino, using information regarding her dead brother to convince her to turn sides. It's here the movie pushes headlong into its climax, as Bond and old American ally Felix Leiter bring in the U.S. Navy to follow the Disco Volante.

Watch the Underwater Battle Scene From 'Thunderball'

The movie fumbles slightly here, as technical limitations lead to a murky, dark and confusing set of scuba sequences, with Bond tracking the Disco Volante before eventually convening with men from the U.S. Navy to drop in. Several minutes pass of indistinguishable scuba-clad soldiers and SPECTRE agents shooting harpoon guns at each other, with occasional cuts to Domino in the interior of the Disco Volante.

After the battle, Bond climbs onto the side of the ship and into the cabin, where he takes out Largo's crew and sends the ship nearly careening into small islands. Young regularly uses speed-ramping here to bolster the intensity of the action, although its jumpy and jittery effect sometimes looks cartoonish.

Bond is saved from the brink of defeat not by his own devices or the surrounding military but by Domino, taking vengeance for her brother by killing Largo - and solidifying her status as one of the best leading ladies of the Connery era. As the boat is set to crash into a rock, she and Bond escape via raft, comfortably having saved the day.

Watch Domino Save Bond in 'Thunderball'

While its jetpacks, man-eating sharks, endless scuba battles and harpoon guns put Thunderball squarely into the territory of sillier Bond movies, the nuclear anxiety it depicts is taken seriously. Criminal terrorists running off with weapons of mass destruction make for an immediate threat, and Young's crisp direction keeps the movie tense and action-packed.

The film also benefits from a huge supporting cast, in terms of love interests and villains, all backed up by a typically assured Connery performance, even if his own heart was no longer in it.

The series had established its formula, and, after four years of Bond movies, Connery was beginning to feel the experience had grown stale. By the time of Thunderball's release, he ended up grateful for the success it brought him but more interested in delivering the more demanding performances he gave in films like Alfred Hitchcock's Marnie or Sidney Lumet's The Hill. As he told Playboy, "This Bond image is a problem in a way and a bit of a bore, but one has just got to live with it."

His consecutive streak of playing Bond would end after the next film in the series, the uneven You Only Live Twice. Thunderball has the distinction of capturing him at a perfect crossroads, still committed to the character but with his eyes to the future.


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