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Captains of the Clouds

by Glenn Erickson Mar 29, 2022

Michael Curtiz’s flashy and splashy wartime morale booster began as a pre-Pearl Harbor show of support of our Canadian friends’ contribution to the war effort. A vehicle for James Cagney, its script is a trifle about bush pilots competing for a woman and then showing The Right Stuff when it comes time to join up to fight. Cagney’s ‘bad boy’ act is always good, but what slays us now are the stunning Technicolor images filmed in and over the vast Canadian forest country with its endless crystal clear lakes. The aerial work in 3-Strip Technicolor is breathtaking, especially in this full new digital restoration.

Captains of the Clouds
Warner Archive Collection
1942 / Color / 1:37 Academy / 113 min. / Available at Amazon.com / Street Date March 22, 2022 / 21.99
Starring: James Cagney, Dennis Morgan, Brenda Marshall, Alan Hale, George Tobias, Reginald Gardiner, Air Marshal W.A. Bishop, Reginald Denny, Russell Arms, Paul Cavanagh, Clem Bevans, J.M. Kerrigan, J. Farrell MacDonald, Louis Jean Heydt, Gig Young, Tod Andrews, Willie Fung, Tom Dugan, John Kellogg, Frank Lackteen, Russell Wade.
Cinematography: Wilfrid M. Cline, Sol Polito
Aerial Photographers: Elmer Dyer, Winton C. Hoch, Charles A. Marshall
Art Director: Ted Smith
Special Effects: Byron Haskin, Rex Wimpy
Air Stunts: Paul Mantz, Harvey Parry
Film Editor: George Amy
Original Music: Max Steiner
Screenplay by Richard Macaulay, Norman Reilly Raine, Arthur T. Horman story by Horman, Roland Gillett
Associate producer William Cagney
Executive producer Hal B. Wallis
Directed by
Michael Curtiz

At first we thought, why have they chosen Captains of the Clouds for Blu-ray when there are so many better James Cagney pictures in need of the studio’s remastering effort?  The story for this one is pure baloney, half feel-good positive propaganda for Canada and half a very weak vehicle for Cagney, who by 1941 was wearying of Warners’ misuse of his talents. Captains is an undisguised variant on Cagney’s established, successful ‘bad/good guy’ rogue, like the his gangster Rocky Sullivan in Michael Curtiz’s Angels with Dirty Faces. A confirmed rat undergoes a kind of spiritual reform, but not the kind he’ll admit to anybody. The character repents without having to apologize, and is the most charming ‘bad attitude’ person imaginable.

Face it, Cagney’s cheeky ‘bad boy’ movies charm us every time. When he did play a humorless villain he didn’t have half the allure: A Lion is in the Streets, Shake Hands with The Devil. I can’t think of an actor who could have starred for Billy Wilder in One, Two, Three and gotten laughs. Cagney was ideal because his manic Coca-Cola executive is partly a self-parody, playing off the hyped-up formula characters that he did so well 25 years before — in movies like Captains of the Clouds.


Don’t forget the Technicolor.

It needs to be said right away that there is a VERY good reason why the Warner Archive Collection is giving us Captains of the Clouds ahead of other Cagney pix — the 1942 movie just looks incredible in Technicolor, like dazzling, like, go find the sunglasses. Just four years earlier Technicolor was still struggling to get a handle on its complicated system of matrices and dyes. In this show the process appears to be perfected. The demands of the distant locations and aerial photography are Technicolor innovations as well.

The Captains screenplay has four writers attached but don’t expect anything that an eight year-old wouldn’t understand. This script could be adapted to be about a playground bully stealing marbles from his pals, and very little would need to be changed. Its main propaganda goal is clear, to congratulate Canada on its war effort and to remind America that our good neighbors to the North are engaged in a war that ought to be ours as well. It’s clearly an end-run around congress, chafing against the neutrality rules. If we can’t fight quite yet, our movie stars can.

Canadians were likely impressed by the appearance of WW1 ace Billy Bishop, who gets to quip that Texas is a loyal Canadian province. ‘Technicolor’ Canada is a million square miles of vacation paradise, where small outposts on unspoiled lakes in virgin forests are made accessible by boats and pond-hopping light pontoon seaplanes.

James Cagney leads a cast of mostly regulars from the Warner lot, pretending to be local yokels and given vaguely insulting physical descriptor names. A boys’ club of fliers – Johnny, Tiny, Blimp, and Scrounger (Dennis Morgan, Alan Hale, George Tobias, Reginald Gardner) become incensed when a New Guy in the province, Brian MacLean (Cagney) barges in to hijack all their business, undercutting prices and stealing contracts for ferrying people and cargo across the great Northland. Just when these Rover Boys bush pilots get set to ambush Brian and beat the Saskatchewan out of him, he’s konked on the head by a propeller and needs medical help. Personal grievances are set aside while they rush for a doctor.

This natural nobility between competitors seems an extension of Warner’s working-man ‘trucker’ movies that presume a Code of the Highway standing apart from strict adherence to the law, a myth of ‘free market decency’ where sworn enemies naturally default to ethical behavior when the chips are down. Freedom on the road or in the sky, it’s all the same. What’s missing is Ann Sheridan pouring coffee behind the counter (now that would be Paradise). At one point these at-arms-length buddies consider teaming together to earn enough money to start their own airline. That’s the American, I mean Canadian way. In practical terms, fans of the Warner contract performers were charmed just to see these guys exchange the snappy dialogue. Handsome Dennis Morgan was the perfect semi-bland leading man type, especially when they let him sing a bit. Even old J. Farrell MacDonald gets some good scenes in this personality-driven screenplay.


Put the blame on Brenda.

I love the screwy way Hollywood morality works when deciding who’s good and who’s bad. Captains of the Clouds tags Brenda Marshall’s Emily as No Good for being interested in more than one guy. Then we see her in the vicinity of a haystack with a third fellow, which in Production Code terms classifies her as a Jezebel, First Class. Brian tempts Emily with a trip to the wide-open town of Ottawa (What happens in Ottawa stays in Ottawa?), which turns out to be a combo dirty trick and noble gesture. Brian marries Emily and then dumps her, but in the service of a higher loyalty: to prevent her from ‘despoiling’ the innocent Johnny. That makes Brian a very special kind of best friend, the sort that sleeps with your girlfriend (that’s not firmly established) for your own good. Sure enough, when we see Emily again she’s wearing a shocking red dress and drinking in a nightclub: Brian did the right thing.

That’s real star vehicle screenwriting. Nobody else has freedom of will; Brian MacLean does all the deciding for everybody, including running Johnny’s love life for him. Of course, Brian really has a heart of gold. His instincts prove correct: his aim is really to help his buddies. Tying character motivations into knots to serve a star’s image creates a strange kind of unreal movie logic.’ I’m surprised that I haven’t yet read a gay interpretation of Captains of the Clouds that asserts that Brian sabotaged the Emily/Johnny romance so he could have Johnny to himself.


All the fliers volunteer for the RCAF but are too old for combat, and thus are trained to teach flying, and to ferry planes about. True-blue Johnny rises swiftly through the ranks but MacLane has no use for military discipline, which expects recruits to show at least a passing interest in the rules. Brian thinks he has nothing to learn. He mouths off to the officers and then wipes out a student pilot by ‘instinctually’ ignoring instructions and flying through his own bomb explosion. Sometimes The Force works, and sometimes it doesn’t.

Brought low by his own hubris, Brian atones by humbly re-enlisting under a false I.D.. He then gets a chance to redeem himself with, to quote Detour, a ‘Class-A Noble Sacrifice’ that puts him over the Atlantic, nose-to-nose with a Messerschmitt. This land-based German fighter is somehow hundreds of miles West of England, even though French-based fighters couldn’t even provide bomber cover when the Luftwaffe was hitting London. Dozens of unarmed Canadian planes are at this single fighter’s mercy until Brian disobeys orders and attempts a purposeful suicide collision. Rather primitive models zip and zoom, inter-cut with dynamite close-ups of Brian’s wild-eyed grimace as he bears down on the German plane.

It’s a schematic echo of Cagney’s noble suicides from hits like Angels with Dirty Faces and The Roaring Twenties. In basic terms it works, but only because we love Jimmy the Gent and will approve of almost anything he does. This kind of superhero mythomania will later be thrown back in our faces at the end of White Heat, when Cagney figuratively transforms himself into a human atom bomb. We don’t want to follow Jimmy quite that far.

I’ve also heard Captains of the Clouds called the template for some early Tom Cruise films, in which Cruise portrays intensely unpleasant young men doing truly rotten things, yet maintains his hero status by star billing alone. A Few Good Men presents Cruise’s character as an utterly selfish and immature swine, yet resolves all conflict by having all the other characters get behind him anyway, because he’s (sigh) special. Top Gun’s cocky flier has some similarities to this film’s Brian. If Captains were to follow the Tom Cruise pattern more closely, Brian MacLane would be awarded a medal for killing the trainee under his care: “Yeah, he screwed up. So what?  I wish I had a squadron of fliers just like him!”

Like I said, this is not a deep-think show but an action thriller only slightly more complex than a Republic serial. Cagney’s winning personality, the pretty airplanes and the knockout Technicolor are a winning combination. The art directors even make sure that the small bush planes and even the military aircraft sport attractive color-coordinated paint jobs. Some people watch genre movies just to relax with images of horses, wagons, railroad hardware — and airplanes. Captain is heaven for filmgoers that derive pleasure from looking at aircraft.

There is a lot of flying in this movie. Putting a Technicolor camera in a chase plane for aerial work required an entire special unit. Warners’ Dive Bomber from the previous Fall had done the same for Navy planes (also brightly colored) in formation. Cameraman Winton C. Hoch graduated from Traveltalks travelogues with these technically challenging aerial assignments. The precision and clarity of the images and compositions is impressive in itself.

A distant location in Canada.

In his 2017 book on director Michael Curtiz, Alan K. Rode devotes just a couple pages to Captains of the Clouds. James Cagney wasn’t thrilled with the script but we get the idea that working on a major production filmed far away in Alberta and Ontario was an attractive break from Burbank sound stages. Canada was already at war and the large Warners company lived in an army barracks. Curtiz brings his usual polish to the proceedings, putting a studio sheen on everything except the scenery, which is to die for. You can tell that the waterways, forests and skies we see are pristine, untouched, unpolluted.

Rode’s on-set anecdotes indicate a positive shoot, even though Captains went over budget as did most Curtiz pictures. Cagney used his clout to get the director to stop tormenting an actor with his sadistic bully routine. But Curtiz also used his own clout to keep the cameraman he wanted. Sol Polito had been born in Italy — Canada’s enemy — and was refused entry until Curtiz threw a tantrum.

Critics found Captains of the Clouds a snooze yet it performed well at the box office, providing a morale uplift immediately post- Pearl Harbor, when most war news was not at all good. We wonder how many tweaks were made to directly reference our finally joining the Allies in a two-hemisphere war. Alan Rode tells us that when Pearl Harbor was attacked, Curtiz, Cagney and company were just rolling cameras on Yankee Doodle Dandy, a patriotic flag-waver ideally appropriate to America’s newly at war. Now that’s one movie that should have been filmed in Technicolor.



The Warner Archive Collection Blu-ray of Captains of the Clouds is a genuine treat for the eyes. It was one of the first movies for which I did home video promos in the early 1990s, and I had no idea it could look this good. These new digitally-recombined Technicolor remasters are real eye-openers — the impact of the MGM or Warners logos alone tell us that we’re in for visuals vastly improved over what we once saw on television. If the story doesn’t appeal, it’s entertaining just to admire the texture of the wooden airplanes, the fabrics in the costumes and even Cagney’s ‘just so’ uncombed but naturally jaunty hair.

I’ve already described the aerial footage and the location photography in Canada. The actors are handsomely lit as well, even Brenda Marshall’s ‘troublesome’ femme interest. Technicolor was a stunning technical achievement that added to Hollywood’s luster as the world’s entertainment capitol, that gave America the aura of a miraculous land with all the answers for the future.

Warners’ extras reiterate what was on a 2007 DVD release of the picture, swapping out the Bugs Bunny cartoon Fresh Hare for Hold the Lion, Please, probably because of the availability of an HD transfer. The cartoons and a jingoistic trailer appear to be in HD and really pop. A brief James Cagney newsreel appearance and a Canadian travelogue short subject look to these eyes like Standard Def.

As per the graphics for this review — we don’t do frame grabs of WAC titles, and what’s on the web is pretty unappetizing anyway, so I just used what I could find. But think ‘Glorious Technicolor.’

Reviewed by Glenn Erickson

Captains of the Clouds
Blu-ray rates:
Movie: Good (especially to look at)
Video: Excellent
Sound: Excellent
Supplements: Newsreel; short subject travelogue Rocky Mountain Big Game, Merrie Melodies Cartoons What’s Cooking, Doc? and Hold the Lion, Please; Theatrical Trailer.
Deaf and Hearing-impaired Friendly? YES; Subtitles: English (feature only)

Packaging: One Blu-ray in Keep case
March 27, 2022

Final product for this review was provided free by The Warner Archive Collection.
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About Glenn Erickson

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Glenn Erickson left a small town for UCLA film school, where his spooky student movie about a haunted window landed him a job on the CLOSE ENCOUNTERS effects crew. He’s a writer and a film editor experienced in features, TV commercials, Cannon movie trailers, special montages and disc docus. But he’s most proud of finding the lost ending for a famous film noir, that few people knew was missing. Glenn is grateful for Trailers From Hell’s generous offer of a guest reviewing haven for CineSavant.