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This is the setting of one of those legendary Hollywood moments – Judy Garland’s serenade to Clark Gable – “You Made Me Love You”. Yes, that was the jewel but there are plenty of other interesting and intriguing things about this musical. It was an amalgam of 2 plot types – let’s put on a show, mingled with let’s win a horse race! The Marx Bros must have been infecting the air at MGM around this time, with their Day At the Races.

The problem that MGM always seemed to have was how best to use the talents of Eleanor Powell, a supreme dancer, when none of their contracted male dancers was even remotely on her level of ability.  For this film, to help out Buddy Ebsen and George Murphy (the poor man’s Gene Kelly) they also roped in the legendary Sophie Tucker and Robert Taylor, who could not sing nor dance.  It is a challenge to pull these ingredients into a cohesive musical.   The contemporary review in Variety singles out the performances of Sophie Tucker and Judy Garland for praise:  at one point, the former sings her greatest hit “Some of these Days” , supplying a hint of the electricity that had convulsed the audiences of the 20s, and then later on, she sings a strange pastiche of “Broadway Melody” and “Broadway Rhythm” called “Your Broadway and My Broadway” in which she lists the great stars of the previous 30 years.

Arthur Freed and Nacio Herb Brown were a canny pair of song-writers.  Whenever possible, they re-used their own material.  How many times did “Broadway Melody” appear in films from the original film of that name in 1928 right down to Singin’ In The Rain.  “Singin’ in the Rain” was another of their songs that they used in more than one film.  Here, in the casting director’s waiting-room, Judy Garland belts out with frightening intensity a song called “Everybody Sing” (delivered as a stern command rather than a request for participation) in which Nacio Herb Brown makes no attempt whatsoever to disguise the fact that it has the same rhythm and basic melody as “Singin’ in the Rain”.  For good measure, the sound-track also includes “You Are My Lucky Star”.

Billie Holiday often seems to have got lumbered with songs from recent musicals in her 1930s recording sessions.  This film seems to have coincided with her session with Johnny Hodges.  However, Brown and Freed were not really as consistent or as inventive as Irving Berlin and nothing in this score is as fine as “He Ain’t Got Rhythm” or “This Year’s Kisses” from On The Avenue.  “Yours and Mine” is the romantic number, sung by Eleanor Powell to the composer,  Robert Taylor:  she was not a notable singer but did her best with a rather ungainly number.  The highlight of that Holiday-Hodges session was “Sun Showers”, which is not actually sung in the film, but just lingers as a ghostly presence on the soundtrack to the sequence at Saratoga race-track.  Since I have alluded to On The Avenue, it is fair to mention the presence of Billy Gilbert, the eccentric comedian, in this film – a barber of Italian extraction who loves betting on horse-races.

The review in Variety is quite splendid.

“Music and lyrics are first rate…Already they are enjoying wide etherisation.”  “It’s sentimental enough to padlock every pineapple-juice joint on the stem.”

Powell performs a proto Gene Kelly routine with George Murphy in the rain on a bandstand in the park.  It is both an odd echo of “Isn’t  This a Lovely Day” from Top Hat  and an eerie precursor of the “Singin’ In The Rain” routine.  She was technically very gifted but neither the choreography nor her partner could make this routine more than just a collection of complex, intricate steps – there is no characterisation, no hint of emotional interplay.  They end “Follow My Footsteps” up to their necks in a puddle.  Her routine in the climactic moment of the show-within-the-film is a virtuoso solo in the manner of Astaire’s “Bojangles” or “Top Hat” but without the originality that made those routines so much more than tapping and whirling.  They are extraordinary displays, however.

Buddy Ebsen appears to great effect as the singing and dancing comic foil – even doing a routine with Garland who was less than half as tall.  The horse wins the race – thanks to Charles Igor Gorin belting out “Largo al factotum” so they win enough money for Robert Taylor to put on his show.  I guess that is why the horse ends up on stage taking a curtain call at the close of Powell’s breathtaking number.