Shirley MacLaine knocks 'em dead in... What a Way to Go! (1964)

What a Way to Go! is a film I cannot believe exists. When I first heard about it a few years ago, I'm 97% sure I lost my mind. There are so many things about this movie that boggles me. Let me just start with the biggest one: the cast. Oh my god, this cast. Shirley MacLaine. Paul Newman. Robert Mitchum. Gene Kelly. Dean Martin. Robert Cummings. Dick Van Dyke. And that's just the main people! There are also very small supporting parts by Reginald Gardiner, Margaret Dumont, and Tom Conway. This film would actually be the final one for Dumont and Conway.

Directed by J. Lee Thompson (The Guns of Navarone, the original Cape Fear), What a Way to Go! is unique not only in its cast, but also in its story. Shirley MacLaine's unlucky character finds herself consistently marrying men who rise to greatness thanks to her inspiration. Unfortunately, these men's newfound fame and wealth leads to their demises, putting MacLaine in a vicious cycle. With each new husband, the film spoofs a different genre that exemplifies that husband's personality and makes the film a truly lavish production. Understandably, MacLaine was thrilled that she would be working with "Edith Head with a $500,000 budget, 72 hairstyles to match the gowns, and a $3.5 million gem collection loaned by Harry Winston of New York. Pretty good perks, I'd say." The film would go on to garner Oscar nominations for Best Art Direction and Best Costumes.

In a shockingly pink mansion, Louisa May Benson (MacLaine) descends the stairs in her mourning clothes. Behind her, pallbearers walk down with an all-pink coffin -- until they slip and the coffin goes spinning and they have to chase after it. Cue the opening credits!

At the Bureau of Internal Revenue, Louisa attempts to
give a clerk a check for $211 million. Remembering that it's April Fool's Day, he believes it's a joke and sends Louisa on her way, despite her protests. After she tries to see the Secretary of the Treasury and the president, she is sent to the office of psychiatrist Dr. Steffanson (Cummings). Like everyone else, he doesn't take Louisa seriously... until he receives a phone call that the check is good, causing him to faint. When he recovers, Louisa
asks him to help her, explaining that "every man whose life I touch withers!"

Steffanson has her start from the beginning, when she was just a young girl in Crawleyville, Ohio. Louisa says that all her life, all she ever wanted was to live a simple life with the man she loved. Her mother (Dumont), however, insisted that the only things that mattered were success and money, despite the samplers on their wall that said otherwise. The film neatly demonstrates Mrs. Foster's hypocrisy by showing us words tumbling from the samplers to show what they really meant:

Once Louisa was older, she and her mother would fight about Leonard Crawley (Martin), the wealthiest guy in town. Although she knew him to be a lying, cheating snob, Louisa was forced by her mother to see him. One day, during one of their dates, Leonard explains to Louisa that he wants to marry her because she is the only girl in town who doesn't throw herself at him. Oh, and his mom has been nagging him for a grandchild.
So, that's charming.

When Leonard makes a stop at his family's department store, he learns that Edgar Hopper (Van Dyke), Leonard and Louisa's old classmate and the owner of a rundown general store, has turned down his latest offer to buy Edgar's property. Annoyed, Leonard spots Edgar and uses his car to splash mud all over him. Sweet,
bumbling Edgar takes the blame for the mess, endearing him to Louisa. You can watch this scene and the one preceding it here.

Later that day, Edgar is fishing and reading his beloved Thoreau when Louisa swims by and asks to climb in his boat. She then amazes him by quoting Thoreau, which she admits she only studied because she knew he loved
the author. (You can see this moment here.) In no time, the couple are laying in the grass, cuddling. Edgar asks about Louisa's engagement to Leonard, but she says that ever since they were kids, she had a crush on Edgar. She would gladly take him and his simple life over Leonard and his riches.

They marry and, as Louisa tells Steffanson, she recalls their life together as a "wonderful old silent movie." To illustrate this, the film turns to black and white, jaunty piano music enters the score, and MacLaine and Van Dyke do all sorts of exaggerated movements while looking like Mary Pickford and Charlie Chaplin/Stan Laurel. It's definitely a clichéd version of silent film, but it's still cute. (I'm also a firm believer that Van Dyke would have excelled if he had been a silent comedian rather than a TV and film star.)

The film goes back to reality. Louisa and Edgar spend all of their time together in wedded bliss. Edgar rarely opens the store, leaving them very little income, which suits them just fine. While repairing a leak in the ceiling one day, Leonard stops by to check on the couple and mock the way they live. It only intensifies when the leak bursts and soaks Louisa. Bothered by Leonard's teasing, Edgar begins to work harder at promoting and
improving the store until he slowly becomes more and more successful. The Hoppers become millionaires, but Edgar is now incredibly obsessed with work and never spends time with his wife. When he discovers that Hopper's finally put Leonard's department store out of business, Edgar is thrilled -- and then he drops dead.

Despite his small role, Van Dyke wrote in his autobiography, "I had fun. Shirley was a rascal. We were on location one day and she didn't want her makeup man to touch her up, so she took off across a field, running at full speed. I watched in puzzled amusement as her makeup man sprinted after her, caught up, and tackled her as if they were two football players in the open field. Pinning her down, he applied makeup. Both of them returned to the set laughing."

Van Dyke also recalled working with Martin, "an easygoing, friendly man who referred to me as Dickie. ... As we worked, I thought, There is no way they can use this footage. The man is smashed. True to form, Dean had been drinking on the set while entertaining various beautiful women who had come to visit him. One day it was Ursula Andress, the next day it was some other babe. He wanted to treat every hour as if it were happy hour. But when I saw him on the screen, I couldn't tell he was drunk -- and neither could anyone else. He was just Dean being Dean. That's what he did, and it obviously worked for him."

What a Way to Go! played an interesting part in Van Dyke's career. After he made the movie, he became "determined to be more careful about the choices I made. The movie's script had been a pleasure to read, but the final version included some colorful ad-libbing that made it significantly different, more adult in tone, and had I known that initially I would have turned it down." It's not that Van Dyke was a prude. As he told his agent, he wanted to make films that "I can see with my kids and not feel uncomfortable. ... It was similar to Carl [Reiner] wanting The Dick Van Dyke Show to be timeless, or Fred Astaire movies seeming classic. If I always felt comfortable taking the whole family to one of my films, I knew others would, too, and that would serve me well over time." It served him well, indeed! When like-minded Walt Disney read an article where the actor talked about this, he offered Van Dyke the iconic role of Bert in Mary Poppins.

Back to the film, though! Steffanson asks Louisa what happened to Leonard after Edgar's death and she replies that he just disappeared. Meanwhile, she put all of the money Edgar left her into a bank, gave their house to her mother, and left Crawleyville for Europe. While in Paris, she got into a taxi and asked the driver (Newman) to take her to an art museum. He instantly criticized her choice, complaining that all the famous
artists are just frauds. He should know -- he is Larry Flint, an unknown artist who lives la vie bohème and has the unconventional friends to prove it, including a artist (Janet Wald) who shoots balloons of paint to create her work.

Louisa realizes that she wants to be a part of this kind of lifestyle, and she and Larry get married. "As I look back on it," Louisa tells Steffanson, "it all seems like one of those wickedly romantic French movies." Again, we revert to black and white as Paul Newman speaks French and he and MacLaine drape themselves over one another with only a sheet to cover their modesty. There are also many repetitious shots, which pokes fun at the French New Wave.

A happy bohemian now, Louisa tends to their grungy little apartment every day while Larry concentrates on his art. When he complains about having to trade one of his paintings for food, Louisa reminds him of the inheritance that is collecting dust in an American bank, but he doesn't want to touch it: "Money corrupts; art erupts!" To create his erupting masterpieces, Larry uses a giant mechanical contraption that paints as it
responds to noise. When Louisa gets the idea to play a record for the machine to paint to, Larry is amazed at the result and decides to sell it.

When the piece fetches $200, Larry eagerly moves on to many more paintings, much to Louisa's worry. Before you know it, Larry has several successful shows and the Flints are rolling in the dough. Once again, Louisa never sees her husband; he is much too busy entertaining guests or painting. He even crafts ridiculous outfits for Louisa:

"I was just another canvas to him, just another walking catalog," Louisa bemoans. Unwilling to lose another husband, she goes to his studio and tries to interest him in a picnic with one of their old friends. Larry would rather focus on his painting, which is being worked on by multiple, gold-plated machines. (By the way, Newman's artist look here gets an A+: pants, washboard abs, and a paint-stained cardigan.) Sadly,
Louisa is too late. As she leaves, all of the machines malfunction and attack him, leading to Larry's death.

Some months later, Louisa decides to leave Paris, but misses her plane by seconds. On the tarmac, she meets tycoon Rod Anderson (Mitchum), who offers her a ride to New York in his extravagant private plane. She expects him to be the stereotypical playboy type, but
instead finds he is "arrogant, cold, sure of himself, ordering people around -- another object lesson in what money and power can do to a human being." In spite of that, Louisa senses that he is rather sad and lonely, which draws her to him. She follows him to the cockpit as he takes over for the pilot, and Louisa is surprised when the dour businessman smiles at her and admits it was nice that she joined him.

The role of Rod was originally intended for Frank Sinatra, one of MacLaine's close friends. When Sinatra suddenly demanded a much higher salary than the other male leads, 20th Century Fox refused and tried to offer the part to an unavailable Gregory Peck. MacLaine came to the rescue by suggesting Mitchum to director Thompson. Mitchum agreed to play Rod -- and for no fee because of tax purposes! During this time, MacLaine and Mitchum were nearing the end of a three-year love affair, which started when they met on Two for the Seesaw. Mitchum was a fascinating man and MacLaine dedicates a whole insightful chapter to him in her book My Lucky Stars. I highly recommend it!

Anyway, Rod and Louisa wed as soon as they arrive in New York. She is thrilled that he already has wealth and fame; she couldn't possibly jinx him! When remembering their life together, Louisa pictures it as "one of those glamorous Hollywood movies all about love and what she'll wear next," which is basically the film winking at itself. We hear the 20th Century Fox fanfare as the title card for Lush Budgett Productions appears. Following that is a montage of Rod and Louisa exiting a sleek white car, Louisa wearing one outrageously chic outfit after another (with a hairstyle to match!). The Andersons' glamorous lifestyle is a series of parties, outdoor activities, and snuggling in bed, with the couple constantly telling each other that they love one another. Watch the sequence here.

One day, Rod tells Louisa that although he has been ignoring his business because he is so crazy about her, he has become three times richer! Instead of being thrilled with the news, he is outraged because it means somebody at his company has been running things without his permission. "If I wanna lose a fortune, I'll lose it!" he exclaims. "If I wanna triple it, I'll triple it -- no one else!" Rod declares that he must
travel to all of his offices around the world to find out just who has been making his decisions. Louisa knows that if he leaves, she may never see him again. Unable to sleep, she reads an article on her husband and discovers he was raised on a farm and adored it. She thus encourages him to liquidate his business and retire to a farm. In their matching plaid and overalls, the Andersons are the picture of contentment. It doesn't last long, though, when Rod becomes tipsy from their neighbors' welcoming party. He goes to milk their new cow, but accidentally tries to milk their bull. The angry animal kicks Rod, killing him.

More depressed than ever, Louisa leaves New York, determined to be alone for the rest of her life. She stops at a shabby little diner in Jersey City and sits next to the kind and rambunctious Pinky Benson (Kelly). He pays for her coffee and tries to cheer her up. He even invites her to the restaurant next door where he has been performing for 14 years. Louisa hesitantly agrees to go and learns that Pinky's act is terrible. He makes
up rhymes for the customers, despite no one asking him to. He wears a silly clown costume with make-up to match, and does a little soft shoe routine. No one pays attention, not even the waiters who walk around him and interrupt his shtick.

In spite of all of this, Pinky couldn't be happier. Backstage, he tells Louisa that never wanted to hit the big time because it would be too much pressure. He reveals that he used to be married to his partner, but she was always pushing him to become a star. They divorced and she found a rich husband. Pinky's warmth, benevolence, and sense of humor quickly win Louisa over and soon she is living on a houseboat on the Hudson as Mrs. Benson. To her, their life was like "a gay musical number from one of those big, Hollywood movie musicals." What happens next is the highlight of What a Way to Go!

MacLaine begins lip-syncing to an operatic soprano's voice as she sings about their lovely little houseboat. Kelly then dramatically joins her, his own voice replaced with a bombastic tenor's. When the song becomes bouncy, however, MacLaine and Kelly's real voices come in and they do a delightful tap dance. Next, they do a more bluesy interlude as the lights dim to just two spotlights, MacLaine loses her skirt, and Kelly loses his blazer. His choreography here is a clear reference to his and Cyd Charisse's sensual "Broadway Rhythm" number in Singin' in the Rain -- and I love it! As the routine goes back to light and cheerful, the lyrics also allude to Kelly's previous musicals Brigadoon, Anchors Aweigh, and On the Town. Considering that these lyrics were written by Betty Comden and Adolph Green, the geniuses who worked with Kelly on Singin', It's Always Fair Weather, and On the Town, I like the fact that they put in all of these lovely nods to their friend in this song. It's an interesting, subtle way to recall Kelly's long and beautiful career. You can watch the number here.

Before she became a Hollywood star, MacLaine had been a trained dancer. She got her big break while understudying for Carol Haney on Broadway in the Tony-winning musical The Pajama Game. (For more on that, click here.) Kelly, obviously, had a lot of experience with musicals, but he hadn't done one since Les Girls in 1957. Because he and MacLaine were a little out of practice, they went to an empty rehearsal hall at the studio to prepare. As Kelly said to his wife Patricia years later, "Even though we were only doing parodies of numbers, we still didn't want to look glumpy." He also recalled, "I gave her a lot of steps to work on and by the time we were ready to shoot, we had been up there working for three weeks and the shooting, of course, didn't take nearly that long."

Of MacLaine, Kelly remarked that she was "nice to work with. She was a bright girl and very clever and very good." Patricia Kelly, Gene's widow, said that after Gene died, she spoke with MacLaine and found her to have "an uncanny understanding of him and his work. She spoke with such intensity, that it was as though no one else was in the room and no party was going on around us." By the way, if you look closely enough, you might be able to spot Teri Garr as one of the background dancers!

Back to our story! One evening, Pinky and Louisa are throwing a birthday party for him after his performance. He starts to get into his costume when Louisa suggests he forego the costume and make-up this time -- after all, it takes him two hours to get ready and then another two hours to take it all off, which would make him late for his own party. Pinky is reluctant. He's never performed without all that stuff to
hide behind. To relax him, Louisa recommends that he also leave out all of the rhyming patter he does, believing it'd be one less thing to stress about.

Before long, it's showtime and Pinky looks like a deer caught in the headlights. However, once he starts to sing "I Think That You and I Should Get Acquainted," he loosens up and the customers gradually quieten until they're all transfixed by Pinky's charismatic crooning and divine dancing. (Although the quality isn't the best, you can watch this scene here.)

The success of his performance makes Pinky realize what he has been missing out on... and devastates Louisa. Her husband's star swiftly rises, as evidenced by a cheeky montage that shows Pinky as a "bistro balladeer" in a suit and fedora that references this iconic image of Kelly's dear friend Frank Sinatra...

The montage then follows Pinky's success on Broadway as Professor Henry Higgins in My Fair Lady (Rex who?)...

And then it ends with Pinky as a movie star on the set of Cleopatra, having snatched the role of Marc Anthony from "that Welshman" Richard Burton.

By now, Pinky has become a complete prima donna who is always surrounded by publicists, agents, and fans. He even has his entire mansion painted pink so everyone will know which house is his. Fun fact: the swimming pool set here is the same one from Something's Got to Give, the infamous and unfinished remake of My Favorite Wife that starred Marilyn Monroe, Dean Martin, and Cyd Charisse.
When production on What a Way to Go! initially started in 1962, Monroe was meant to be Louisa, with the script tailor-made for her. The assignment was part of Monroe's new contract with 20th Century Fox, which was supposed to give her more freedom and more money. When Monroe tragically died, What a Way to Go! was postponed until MacLaine signed on.

Despite Louisa's best efforts to avoid being painted pink herself, we see when she arrives at Pinky's latest premiere that she was unsuccessful. (This premiere scene, by the way, might be another reference to Singin'. I can see some definite resemblances.) After the film is screened, Louisa and Pinky's yes men encourage him to sneak out of the theater's side entrance. He relents, but not wanting to disappoint his fans, he still greets the adoring crowds -- and is promptly trampled. You can watch the whole premiere scene here.

Back at Steffanson's office, Louisa tells the doctor that she still wants to give away her fortune, which only serves to remind her that she is cursed. Having fallen for Louisa (or perhaps it's all those alluring millions), Steffanson proposes to her. "Victor, I'm honored that you'd risk your life for me," Louisa replies, but she must turn him down because she doesn't love him. He faints, falling off the elevated couch that he toyed with
throughout the film. Louisa yells for help just as the janitor comes in. And who's that janitor? Leonard Crawley! Stunned, Louisa apologizes for ruining his life, but he corrects her, saying "when I lost everything I just began to live." Inspired by her, he began studying Thoreau and has embraced the simple life. "You're the only man in the world I ever really hated," Louisa admits. "Hate's a very strong emotion, you know. But I think the thing I hated most was that I knew that deep down, under that small-town emperor there was a human being that I wanted to know and you wouldn't let come out." With that revelation, they kiss.

We cut to many years later. Louisa and Leonard now live on a small farm with their four young children. Outside, Leonard is plowing when suddenly oil spurts from the ground. Louisa sobs, anguished by the thought that her curse has struck again. Two men quickly arrive, however, and berate Leonard for punching a hole in their pipeline. "My wonderful, wonderful failure!" Louisa sighs as the couple and their children ecstatically embrace and play in the oil. You can see the last two scenes here.

Making What a Way to Go! was plenty of fun for Shirley MacLaine. She loved her co-stars: "There was Robert Cummings who lived on vitamins, Dean Martin who lived on Scotch, Dick Van Dyke who lived on comedy, Paul Newman who lived, Robert Mitchum who lived on life and Gene Kelly who lived on the perfection of song and dance." However, the film's structure proved a little difficult for MacLaine. "I had to adjust to a different leading man every two weeks," she said, "and this was not easy for every good actor has his or her idiosyncrasies and that at times can become quite disconcerting and sometimes disruptive. It's sort of like having a love relationship with a different man every two weeks. The give and take of the relationships have different boundaries and barriers that must be overcome to insure a compatible relationship, and in my circumstance, a good performance on the screen."

Remarkably, MacLaine has great chemistry with each man. For me, the film is unique in that I actually love every single cast member and I enjoy all of their characters. Van Dyke is darn right adorable as sweet Edgar; Newman clearly relishes playing the eccentric artist; Mitchum gets a chance to be a sophisticate; Cummings is fun as the slightly unhinged psychiatrist; Martin is just plain old brilliant; and Kelly is perfection. If I was absolutely forced to pick my favorite section, it would be Kelly's. There are moments when he is playing Pinky (before his stardom) when I think my heart actually stops because it can't handle the amount of love I feel. And then, as Pinky becomes famous, Kelly lets loose and hams it up and it is gold.

What a Way to Go! was a big hit and became the 11th highest-grossing film of 1964. It had many things stacked in its favor. In addition to the cast, the set design, and the sumptuous Edith Head creations, the film has music by Nelson Riddle, a script from Betty Comden and Adolph Green, and songs written by Comden, Green, and Jule Styne.

What a Way to Go! became the first film to ever premiere at the World's Fair, which took place in New York in 1964. For the occasion, a subway train was decorated and outfitted with promotional material for the movie. MacLaine, Cummings, Kelly, and Newman all rode the train to the premiere, MacLaine wearing one of her fabulous gowns and elaborate hairstyles. At the movie's reception, women walked around modeling the rest of the costumes MacLaine wore in the film.

What a Way to Go! is my favorite kind of '60s film: bright and funny with tons of style. It's the type of movie that could have only been made in 1964. I'm so enamored with its look that I took almost 200 screenshots! As you scroll, keep an eye out for Mitchum's face on the cover of TIME Magazine, a hilarious doctored photo of Mitchum next to a prized cow, MacLaine's outfits, and some seriously mod grocery bags.


This is my entry to the Free for All Blogathon. Check out the varied and exciting roster here!


  1. This couldn't be any more fabulous. I love Comden and Green, and I love those movie although - major confession time - I've only seen it once! This movie has so many delights it must be seen multiple times. Your wonderful screen caps have shown me that. I enjoyed reading all the fascinating and endearing behind the scenes stories on this truly unique and entertaining movie.

    1. So glad you enjoyed both my post and the film! I have a confession, too: before I wrote this piece, I had only seen it once myself! I guess that just goes to show what an impression it makes. I agree that repeat viewings are a must, if only so you can fully take in the sets and the costumes.

  2. Michaela!!! I've never heard of this film before, so THANK YOU for introducing me. – Your reviews are always so delightful, I think you're writing them just for me. ;)

    Shirley MacLaine?! Edith Head wardrobe?! All these fabulous actors?! I've just bookmarked it on Daily Motion. I know I'm going to enjoy this.

    Also, I liked what Shirley M. said about her co-stars, how each one of them "lived" on something different, whether it be vitamins or scotch or life. Very insightful.

    1. Aw, I'm thrilled to hear you enjoy what I write! Your blog is one of my favorites, so that means a lot to me. :)

      Yay for finding obscure movies online! Definitely let me know what you think after you watch it.

      I like what MacLaine said, too. I know some people think she's a little weird because of her New Age beliefs and what not, but I've always found her to be very wise (and funny!) whenever she discusses her films and co-stars.

  3. I've missed reading your posts!

    This is exactly the kind of movie I'd like to make; I'd love to direct an anthology film that's part silent, part musical, and a bunch of other different genres. I've seen stills, the one of Shirley in that fabulous pink coat, in the pink mansion, but had no clue what it was actually about! I'll keep your post in mind when I get around to it. <3

    1. You've been missed!

      It's a great idea for a film! What a Way to Go actually reminds me of Paris When It Sizzles with the way that it meshes different genres. Hopefully you can see it soon! It's on YouTube if you're interested:

  4. I've watched this film recently and loved it so much!!! It's funny, has amazing parodies of other film genres (the silent film is probably my favorite, although innacurate - and yes, Dick Van Dyke could have been a silent comedian!) and has great outfits and art direction. I don't know if it'd be as cute if Marilyn was the lead, because Shirley seems perfect for the role... But who knows?

    1. Sorry I'm just now seeing this, Lê! That's great to hear that this film has another fan. It's certainly interesting to think what this film would have been like with Marilyn. It always makes me sad to consider what her career would have been like had she lived. What a Way to Go definitely suits Shirley like a glove, though.

      Thanks for reading!

  5. Just started watching the movies from the Hollywood's golden age around 2022. I watched the movies mostly on the TCM and FXM, and I watched another similar movie that also started MacLaine, "The Yellow Rolls-Royce". Shirley played a coat check girl turned mobster mistress in the movie that had 4 part anthology evolved around a yellow colored Rolls-Royce. It was a stars studded movie just like "what a way to go". I became a fan of Shirley MacLaine ever since the yellow Rolls-Royce, and what a way to go.

    1. Ah, "The Yellow Rolls Royce" - another one of my favorite movies with a phenomenal cast!

  6. What a fabulous and thorough review, complete with behind the scenes info!!!! This is one of my favorite movies and I have seen it numerous times. It never gets old. How wonderful that this is preserved for all time, with all of these actors in their prime. Well done!!!


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