Ann Sothern and Robert Young can't stop marrying each other in... Lady Be Good (1941)

For years now, one of my favorite underrated films has been Lady Be Good, a remarkably fun musical starring *takes a deep breath* Ann Sothern, Eleanor Powell, Robert Young, Red Skelton, Virginia O'Brien, Lionel Barrymore, John Carroll, Tom Conway, and one of classic film's cutest dogs, a beagle-fox terrier mix named Buttons. Despite this stellar cast, Lady Be Good isn't nearly as well known as it should be, which is something that this review will hopefully fix. Nothing makes me happier than a frothy MGM musical, and this film is exactly the kind of tonic I need when I'm looking for a pick-me-up.

We open on a courthouse where a divorce trial is underway. On the stand is Dixie Donegan (Sothern), a lyricist whose soon-to-be ex is also her songwriting partner. She tells Judge Murdock (Barrymore) how she and Eddie Crane (Young) met while she was waiting tables and he was very much the struggling artist. They began dating, and one night after a particularly hopeless session with a lyricist friend of Eddie's (Dan Dailey in an early role), Dixie hesitantly asks her beau, "Would you mind if a girl wrote the words to your next tune?" "Of course not," he responds. "There's Dorothy Fields. She's one of the best in the business." With that boost, Dixie reveals that she wrote her own words to his song. Eddie gives them a try, and by golly, he loves it! The song -- which is Roger Edens's "You'll Never Know" -- is a success, as is their next tune, allowing Dixie to quit waitressing and become Mrs. Crane.

At this point, Dixie's lawyer (one of my beloveds, Tom Conway) stops her testimony so he can put Broadway dancer and Dixie's friend Marilyn Marsh (Powell) on the stand. Marilyn likes Eddie, but as soon as he hit the big time, he stopped working on music and loved catering to snooty, high-society people. In a flashback, we see that he all but forsook the friends who stuck by him when he was struggling, such as Marilyn, music publisher Max Milton (Reginald Owen), song-plugger Red Willet (Red Skelton) and his girlfriend Lull (Virginia O'Brien), and singer Buddy Crawford (John Carroll). Exasperated, Dixie suggested to Eddie that they divorce since they want different things. Neither
seemed to like the idea, but when Eddie acquiesced without putting up much of a fight, Dixie went through with it.

Now living with Marilyn after the judge grants her the divorce, Dixie can't seem to find a decent songwriting partner. Eddie, on the other hand, can't find a single clean spot in his apartment. It's so bad, his servants quit and he calls up Dixie to get her help in procuring new ones, which she mistakes for an attempt at reconciliation. She's not too pleased to learn that Eddie is just too lazy to call an employment agency himself. She starts cleaning up the apartment (I don't blame
her, I wouldn't be able to stop myself from doing the same) and when she grabs a piece of paper to throw away, Eddie is appalled that she would trash eight bars of a song he began a year ago. He begins playing it, which piques Dixie's interest. Without a thought, the two fall back into their partnership as they stay up until the wee hours finishing "Your Words and My Music," which was actually written by Roger Edens and Arthur Freed. Once it's completed, Dixie and Eddie are so exhausted that neither one of them remembers they're divorced. Out of habit, they go to their bedroom and start disrobing... It isn't until Dixie is down to her slip that she notices their mistake.

Before long, Eddie becomes extremely jealous of Buddy, who has been spending more time with Dixie professionally. Their confrontation ends in Eddie getting a punch to the face; his embarrassment is complete when he joins Dixie and their friends at the nightclub where Buddy is engaged and Dixie refuses to see her ex alone. The next day, Marilyn and Dixie's apartment is filled with flowers from Buddy, making Eddie's bouquet look puny. Marilyn is just miffed that neither guy bothered to get her anything (valid). Once Dixie arrives home, Eddie asks her if they can work together again. She's reluctant, but the conclusion is foregone as soon as Eddie sits down at the piano. I love watching Ann Sothern act here -- Dixie is trying to come up with the words, using different phrases, making faces when something doesn't sound right, looking to Eddie to see what he thinks. In just a few minutes, Dixie and Eddie have written (the Gershwins') "Lady Be Good." Oh, movie magic. We then get an extended montage of the song's journey from publisher to arranger to the public as sheet music is sold and recordings are made.

Naturally, the song is a huge hit, bigger than Dixie and Eddie's previous ones. After "Lady Be Good" spends months at the top of the charts, a banquet is given in honor of Donegan and Crane, giving Dixie the opportunity to croon their new ballad, "The Last Time I Saw Paris." A poignant and lovely tribute to the city's pre-WWII vivacity, Jerome Kern and Oscar Hammerstein's "The Last Time I Saw Paris" won the Academy Award for this film, even though it was released a year prior to Lady Be Good and was already a hit before MGM paid a reported $10,000 to use it. The tune's win caused a little bit of controversy since, according to the Academy's rules, in order for a
song to be eligible for Best Original Song, it can't have come from any other source except for the film that features it. With some people upset that "Paris" won, the Academy thereafter became more diligent in its rules.

Back to the plot! After the banquet, Eddie tells Dixie that he wants to reconcile. She remembers, though, how fame goes to Eddie's head and insists she would rather stay songwriting partners for the moment. Marilyn, however, is tired of all this will-they-or-won't-they nonsense and asks Buddy to do her a favor: send Dixie an engagement ring so Eddie will get jealous and
finally take a stand. In love with Marilyn, Buddy (reluctantly) agrees to do it. Dixie receives the ring and believes it's from Eddie until Buddy shows up and acts thrilled that they're "engaged." Marilyn calls Eddie and lets him know about the ring, prompting him to angrily say that he's coming over... with a gun! The girls quickly change into good clothes -- as Marilyn says, "I don't want to be shot looking like this!" -- and try to escape before the maniac arrives, but they're too late. After some more mixed-up craziness, Eddie and Dixie decide that they have had enough and it's off to the chapel.

On the way home from the ceremony, Marilyn and Buddy get engaged. In the front seat of the car, however, the newlyweds' glow quickly dissipates when Eddie tells Dixie that they're going on a long honeymoon, which includes visiting his society friends, instead of finishing work on an important Broadway show they were hired to do. This show would be huge for their careers, but once again, now that Eddie has Dixie, his ambition is gone. It's an interesting dynamic -- Dixie is very driven and dedicated to what she loves, be it songwriting or her marriage. Eddie still hasn't quite... grown up. He wants things and he'll work for them, but only if it's absolutely necessary. Thinking she might have made a mistake, Dixie tells Eddie she wants to continue living separately while they work on the show and then, once that is done, they can go on their honeymoon. Flabbergasted, Eddie refuses the idea and they angrily part.

Back in court, Dixie once again asks Judge Murdock for a divorce. She explains how Eddie quit the show and completely shut her out, despite still being married. In flashback, she recalls the last time she saw him, when she learned he was trying to compose a symphony for Mrs. Wardley (Rose Hobart), a wealthy widow who seems to have more of an interest in Eddie than his music. Infuriated by Mrs. Wardley and Eddie's declarations that popular music is overrated and his real talent lies in composing more classical work, Dixie stormed out. She got the last laugh, though, when her show became a smash -- as represented by Marilyn's stunning "Fascinating Rhythm" routine -- and Eddie's
symphony went unfinished.

After listening to this testimony, the judge refuses to grant this second divorce. It's obvious that Dixie and Eddie are still in love, and they can't keep doing this marriage-and-divorce routine. Surprised, Dixie, Buddy, and Marilyn leave the courthouse seconds before Red, Lull, and Eddie pull up. Unaware of the ruling, Eddie contests the divorce, something that he didn't do before. The judge lets him believe that the divorce was already granted, causing Eddie to follow his wife to an inn where he insists she is the only thing he wants and begs her to remarry him. Realizing he doesn't know they're still married, Dixie tells him she'll never marry him again but she will live with him, shocking him. She embraces Eddie and asks him to keep believing that they're not married. The reunited couple are then joined by their friends for a final reprise of the titular song.

Lady Be Good was originally a 1924 Broadway show that starred Fred and Adele Astaire with music by George and Ira Gershwin. The property was then adapted in 1928 as a now-lost silent film with Jack Mulhall and Dorothy Mackaill before it reached the silver screen again in 1941. As is often the case, MGM paid a pretty penny for the rights but wound up only keeping the title and two of the Gershwin songs. 

Eleanor Powell was seriously ill before she did Lady Be Good. In an interview with Hollywood magazine, she recounted how exhausted she felt during production of Broadway Melody of 1940 and then how she almost fainted at a Jeanette MacDonald concert. It was finally determined that she needed surgery to remove gallstones, an operation that she almost didn't survive. As she recovered, she was convinced she would never dance again, even though she was reassured by her doctor that she had "enough resistance for ten people." Thankfully, he was right and she was assigned to Lady Be Good just a few weeks later.

It's crazy to me that Powell's legacy isn't nearly as well-known as her male or even female counterparts'. I could be wrong here, but I think Ann Miller, Cyd Charisse, or Ginger Rogers are more likely to spring to mind if someone were to ask you to name a female dancer. Eleanor Powell was only in Hollywood for a decade, from 1935 to 1945, with a quick return in 1950 for a cameo as herself in the Esther Williams/Van Johnson flick Duchess of Idaho. Although Lady Be Good was Powell's first time in a supporting role during her peak years, it may be the film of hers I like best, tied with Born to Dance (1936).

She only has two dances in Lady Be Good, both of which rank high on my list of favorite Powell numbers. What intrigues me about her is that she almost always did solo numbers. Unlike Gene Kelly and Astaire, she didn't have a version of Vera-Ellen or Rita Hayworth given to her -- MGM just kind of let her do her own thing. As far as I can tell, the only time her non-dancing leading man was forced to partner with her was Jimmy Stewart in Born to Dance, and even that is fleeting. Astaire and perhaps George Murphy seemed to be the only guys in town who were trusted to keep up with her, and amazingly they were paired just once for Broadway Melody of 1940. I guess Ellie's talent was too much for just any partner...

Powell's first number doesn't come in until halfway through Lady Be Good -- an indication of her supporting role status here -- but it's a wonderful, simple piece. Dixie comes home to find Marilyn laying on the floor, drawing out a dance routine. Dixie retires to her room and subsequently misses one hell of a show. Her darling dog, Buttons, watches Marilyn start out and decides he wants to join in. He weaves in and out of her legs, jumps through her arms, all while wearing an adorable giant bow around his neck. When the music breaks into the hula style, Buttons stops moving, prompting Marilyn to tease him that he probably can't do it. He shows her -- he stands up on his back feet and wiggles his backside. The dance ends with Buttons jumping into Marilyn's arms and they playfully roll around. After watching this, you'll forever be disappointed that you and your dog aren't nearly as cool. To make you feel even more inferior, Powell trained the dog herself!

The idea for the number came to the actress after she saw a nightclub act of a man and his dog. It was initially thought that a poodle would be best, but when it developed stage fright, a half-beagle/half-fox terrier owned by a prop man was hired. One fan magazine said that the "role" of Buttons was originally meant to be two women who would be Marilyn's friends, but once director Norman McLeod (pictured below) saw the dog perform, he eliminated the roles and gave Buttons more scenes!

Dogs in classic film are always fun, and Buttons is no exception. He was apparently quite popular on the set, too, according to Modern Screen: "Between scenes, Ann and Eleanor vie for his affections by feeding him all his favorite foods. Buttons is no fool, however. He bounds from Ann's candy to Eleanor's special dog biscuits without revealing the least bit of favoritism."

Powell's second dance comes near the end of the film. A woman (Connie Russell) sings "Fascinating Rhythm" in a spotlight as individual musicians appear silhouetted on a giant curtain behind her. We then cut to the talented Berry Brothers, who appeared for an earlier number that was introduced by Phil Silvers (!), as they do their acrobatic, spirited routine. Next, we see the unmistakable tap shoes of Powell as she weaves and dances her way around pianos and more enormous curtains. Did I mention this number was directed by Busby Berkeley? An orchestra is revealed behind one of the curtains and Powell interacts with them before she twirls her way on to a huge ballroom floor, where a line of men are waiting to flip Ellie over and over until she lands on her feet, with the biggest smile on her face, as she spins some more before landing in a close-up where canes point to her, as if we needed to know where to look. Watch it here.

Modern Screen wrote that the sequence "aged members of the technical department at least five years. They had to build special equipment to catch the image of her fast-tapping tootsies. Five pianos were lined up, and she whisked from one to the other with increasing speed, matching each note with a tap." In the compilation film That's Entertainment, Gene Kelly introduced an incredible clip that shows this number and the footage of it being filmed side by side.

Robert Young recalled in an interview with James Bawden that although Powell had first billing, her part became smaller and smaller as filming progressed. He and Sothern became more prominent, which he says led to a rift between the women that lasted for 30 years. Photoplay wrote that the ladies were just fundamentally different, with Sothern being "quiet, sophisticated, and reserved" and Powell "exuberant, loquacious...always humming a tune, or jigging, or perpetrating some gag or other upon someone."

The magazine also claimed that Powell was professionally jealous of Sothern and would do things like call designer Adrian away from his costume meetings with Sothern or ask for Norman McLeod when he was discussing something with the other actress. According to Young, the animosity finally ended when Powell was dying from cancer and wrote to Sothern that she had misjudged her.

Sothern was a big star at MGM thanks to her popular Maisie series, but the studio rarely used her as a musical star, despite her vocal talent. They came to their senses soon enough, but since neither Sothern nor Robert Young were associated with musicals, MGM roped Powell into the flick and gave her first billing to indicate to audiences that Lady Be Good was indeed a musical.

Sothern would do a variety of genres that would show off her range: dramas like A Letter to Three Wives, comedies such as her teamings with Gene Raymond, musicals like Panama Hattie, and film noir like the underrated Shadow on the Wall. The marvelous actress never really felt appreciated in Hollywood, but she proved a hit with her own TV shows, Private Secretary and The Ann Sothern Show, both in the 1950s.

When you watch Lady Be Good, it's clear that it was one of Red Skelton's first movies because he doesn't get a lot of screen time and only one pratfall, but he does have some great lines. For instance, Buddy tricks him out of his seat so he can sit next to Marilyn, causing Red to say, "You two want me to be alone." Later, when Lull performs her own very unique version of a Donegan-Crane song, Red quips, "I didn't know you couldn't sing." When I wrote about Du Barry was a Lady recently, I expressed my love for Skelton and O'Brien, both individually and as a team, and I love them again here. O'Brien has no lines, and yet she is still hilarious as her character constantly eats copious amounts of food and watches everything unfold silently. Good golly, do I adore her.

In what should come as a surprise to no one, Lionel Barrymore as the judge who ends up playing Cupid is utterly delightful. It is such a relief at the end when he tells both Dixie and Eddie that they need to straighten up and work on their marriage rather than continuing the exhausting cycle they're in. I cheer every time he chides Eddie, "This is a court of law, not a matrimonial pinball game!" There is a stern edge to Judge Murdock, but Barrymore gives him a compassion and a sweetness that makes him a pleasure to watch.

If you've read my reviews before, you know there is nothing I appreciate more than good set design, and Lady Be Good's is so dreamy and sophisticated. Red Skelton actually cracked that the nightclub set is "the sort of place in which you either spend $500 -- or you wash your own plates!" The sets' decadence is mirrored in the tremendous costumes, too. I don't know if Powell or Sothern ever looked better than they did in this film, with one fan magazine estimating that Sothern wore 35 Adrian creations.

Lady Be Good seems to have been lost in the shuffle of incredible MGM musicals, something that is both understandable and egregious. The cast is tops, as is the production, score, and direction (provided by the ever-reliable Norman Z. McLeod). You just couldn't ask for a better time.


This is my contribution to the Sixth Annual Barrymore Trilogy Blogathon, hosted by Crystal of In the Good Old Days of Classic Hollywood. Read the other posts dedicated to this acting dynasty here.


  1. A cast of favourite performers, music, romance, glorious sets and costumes - who could ask for anything more? As you say, this musical seems to have been lost in the shuffle of movies and time. Perhaps if they had filmed it in colour it would stand out from the rest, but once audiences discover it, you will be able to pat yourself on the back for this review.

    You are so right about Lionel being delightful as the judge. I think his signing with MGM was a very smart move for the studio and for the actor.

    1. I love the black-and-white photography of this film, but it is interesting to wonder if color would've made a difference here, especially since these days I think Eleanor Powell and Ann Sothern are much more associated with B&W films.

      Agreed! Lionel is my favorite Barrymore, and this movie is a good example of the magic he could add to even a small part like the judge.

  2. I agree. Lionel's part was small but he had such charm and presence here. Fun movie!

    1. It's kind of surprising how small his part is given his stature, but he gives it his all nevertheless and the film is the better for it.

      Thanks for reading!

  3. Ok, you've sold me. This sound absolutely charming and I can't believe it's never caught my attention before.

    1. Yay! I think you'll enjoy it, Brittaney. It's just so frothy and lovable.


Post a Comment

You might've missed these popular posts...

Loving and Fighting Furiously: Lucille Ball and Desi Arnaz

Top Ten: Fred Astaire's Partners

Announcing the 100 Years of Esther Williams Blogathon!

Announcing the Sixth Annual Doris Day Blogathon!

Fred Astaire tells Rita Hayworth... You Were Never Lovelier (1942)

Esther Williams enthralls in... Dangerous When Wet (1953)

Bob, Bing, and Dottie take the... Road to Rio (1947)

The Fifth Annual Doris Day Blogathon is here!

Fred and Ginger's Cinematic Farewell: The Barkleys of Broadway (1949)

Bette and Errol