The Gang’s All Here

by Glenn Erickson Jul 29, 2016

Wonderful isn’t a good enough word to describe this joyful, funny and visually intoxicating Alice Faye musical by Busby Berkeley. Decades later it became part of a big Camp revival, but the real draw is still the Benny Goodman swing music, delightful performers like Carmen Miranda, and Berkeley’s bizarre Technicolor visions.

The Gang’s All Here
Twilight Time
1943 / Color / 1:37 Academy / 103 min. / Street Date July 19, 2016 / Available from Twilight Time Movies Store 29.95
Starring Alice Faye, Carmen Miranda, Phil Baker, Benny Goodman and Orchestra, Eugene Pallette, Charlotte Greenwood, Edward Everett Horton, Tony De Marco, James Ellison, Sheila Ryan, Dave Willock, Jeanne Crain, Frank Faylen, June Haver, Adele Jergens.
Edward Cronjager
Special Effects Fred Sersen
Original Music Harry Warren, Leo Robin, Hugo Friedhofer, Arthur Lange, Cyril J. Mockridge, Alfred Newman, Gene Rose
Written by Walter Bullock, Nancy Wintner, George Root Jr., Tom Bridges
Produced by William LeBaron
Directed by Busby Berkeley


The Gang’s All Here is right up top on my favorites list, for sure. A delightfully freaky, fruity wartime morale musical in intoxicating Technicolor, it winks at the artificial conventions of the Hollywood musical while effortlessly transcending them. The comedy is delightful, the leading ladies lovely, and the tunes so marvelous that one wants to see one’s parents again to congratulate them for growing up in such a cool musical decade. And then there’s Busby Berkeley’s incredible direction. The story scenes are breezy and the musical numbers irresistible — this is one picture that never hits a false note.

The story is a piffle. Society neighbors Andrew Mason Sr. (Eugene Pallette) and fussy Peyton Potter (Edward Everett Horton) hire a Broadway club to put on a garden show to sell war bonds. That brings performers Edie Allen (Alice Faye), Dorita (Carmen Miranda), Phil Baker (himself) and the Benny Goodman Orchestra (itself) out to the country. Mason’s son Andrew Jr. (James Ellison) goes to the South Pacific, but not before winning Edie’s heart on a romantic Manhattan weekend. He returns in time for the garden party, and in time for Edie to find out that he’s ‘sort of’ engaged to Potter’s daughter Vivian (Sheila Ryan). How will they possibly sort this out?

This Busby Berkeley extravaganza betters most of his later Warners pictures, and indeed shows him to be a master of the visual and visionary. Berkeley uses Technicolor for astonishing effects — much of the picture is an exploration of what was possible in 1943, pushing the edge of the envelope in terms of color, camera movement and sheer experimental visuals. It was reportedly very expensive. Berkeley never did anything like it again. It was Alice Faye’s last musical film role, not counting an unhappy return to Fox for 1962’s State Fair.


As directed by Berkeley, the movie is an unbroken string of ripe performances. Alice Faye was the Queen of Technicolor at Darryl Zanuck’s 20th Fox studios, and it’s difficult to understand why this great show marked the beginning of the end of her career. She’s the top star here, and a major attraction by any estimation. In the middle of what seems a totally frivolous concoction, Faye’s character has genuine emotional depth. The Gang’s All Here takes time out for a musical reflection on the sadness of wartime separations, a scene that many kids of my age could associate with their own mothers — mine waited three years for her husband to come back.

Carmen Miranda has never been properly appreciated. She’s a fine comedienne, handling her mangled English better than earlier hot-tomato Latin bombshells. She’s also a terrific dancer, performing the original Latin dance craze steps with style and class — not an easy feat in those tall block sandals she wears. Miranda overcomes the fact that she’s not standard leading lady material. Once one gets beyond the old ‘chic-a-boom’ nonsense ribbed in bad parodies, it’s clear that she’s a unique performer selling a very specialized image, that only later became associated with Camp. I find her irresistible. The only question I have is, was there a censor problem with her costumes? Her open midriff in at least one dress is spoiled by some kind of elastic undergarment, which almost looks like a mistake, like an exposed girdle. Was it a last-minute dispute over a visible navel?

Alice Faye and Carmen Miranda sing and dance, Carmen performs expert verbal comedy with Horton, Phil Baker waxes nostalgic with Potter’s ex-performer wife (Charlotte Greenwood of Oklahoma!) and Tony DeMarco does specialty dances. It’s an entirely artificial take on the WW2 scene, where GI’s waiting to go overseas meet beautiful Broadway showgirls. Everybody’s rich, it seems. The opening number is almost a parody of the ‘good neighbor’ policy with South America, as boatloads of sugar and coffee — rationed luxuries — are unloaded on a nightclub stage that includes a large steamship in a harbor filled with water!


Colorless hero James Ellison (I Walked with a Zombie) fits in rather well; his Sgt. Andy doesn’t deserve Edie Allen, but who does?   Andy comes back from the Pacific jungle covered in medals, as all soldiers supposedly do. I think he says, “Gee, that’s swell!” at least five times. His pick-up lines to woo Edie Allen would seem a partial inspiration for some of the dialogue in Zemeckis and Gale’s screenplay for 1941.

Other aspects of the Edie/Andy romance are more serious. Alice’s tune No Love, No Nothin’ (“til my baby comes home”) is a beautiful and accurate reflection of the misery felt by women enduring long wartime separations. She sings the song while ironing. Faye’s A Journey to a Star eventually becomes Berkeley’s excuse for launching the film into a dreamland finale, but it also represents the wish to escape the wartime reality where national priorities have eclipsed personal romance. When Alice Faye sings these songs, The Gang’s All Here takes on a depth not felt since Irene Dunne’s musicals of ten years earlier.

Fans of Terry Gilliam’s Brazil need to see the lavish opening number which uses the famous tune in its original, Latin- orchestrated state. Berkeley starts the number as he does The Lullaby of Broadway, with a tiny disembodied head in the dark, this time singing in Portuguese. Other visual elements enter the frame, which eventually launches into the full-blown song. It’s very impressive.

Carmen Miranda’s hilarious malapropisms and Edward Everett Horton’s repressed cut-ups are a delight. The movie goes in for nostalgia when Charlotte Greenwood does her high kicking dance on the lawn by the pool. Faye’s face has a touch of experience now, she’s a bit beyond the 1937 cutie-pie look that made her seem like a grown-up Shirley Temple.


All of these performers are left behind as Berkeley’s amazing camera tricks take over. Carmen Miranda’s famed The Lady in the Tutti-Frutti Hat number only begins and ends with her; the majority of its running time involves a stylized romp with an army of tropical girls as they rhapsodize with a selection of oversized, extremely suggestive Brazilian fruits ( — ah, Strawberries & Bananas, mostly). The camera tilts and zooms among them like a Star Wars spaceship, equating female thighs with ripe produce. The sight of thirty lovelies waving giant yellow bananas at the camera brings to mind any number of vivid mental associations, all of them dirty.

Berkeley sweeps around Benny Goodman and his Big Band, as swing-dancing jitterbugs do their thing. He’s less interested in capturing the ultra-cool mood of swing music ( as Archie Mayo did so nicely in Orchestra Wives, )  than he is weaving it into his audio-visual motion patterns. The Gang’s  is definitely crane-crazy; the giant Technicolor camera swoops and dives so rapidly that the performers feared being hit. The first number ends with a jolting truck-back so swift that the camera can’t even hold steady. Benny Goodman is a slick performer, by the way, tooting away on his clarinet and leading his band with a relaxed smile. And the extras convened to crowd the stage seem genuinely entranced.

The best is saved for last when the silly-but-cute Polka Dot Polka number suddenly lurches into Surreal mode, as if the movie had been struck by an LSD flashback. The 1890s polka-dotted glove becomes a monstrous construction of wires and neon hoops. Berkeley’s camera swims through geometric patterns of mysterious female figures holding the high-voltage hoops. The visuals predict the experimental films of the ’60s and the coming worlds of CGI manipulation. For a climax — and I mean a sexual climax — the screen is given over to a giant kaleidoscope, at first arranged around Alice Faye’s head mounted in what looks like a diamond setting.

As the orchestral music goes over the top, the visuals build to a truly abstracted vision of kaleidoscopically refracted legs and arms. The isolated glass jewel is then pierced when a new kaleidoscope fills the remainder of the screen, bathing us in Technicolored dizziness. It’s nothing less than a 1943 vision of Stanley Kubrick’s Star Gate from 2001: A Space Odyssey… and the base song is A Journey to A Star.

(Note: fans of the spy movie Our Man Flint will remember the odd special kaleidoscope effect image when Derek Flint uses a gimmick microscope in a Marseilles strip joint — the micro view appears to be a test shot or outtake of Fred Sersen’s effect for The Gang’s All Here.)


Frank Faylen is easy to pick out as a Marine on the dance floor, but June Haver and Jeanne Crain also show up for a couple of seconds each, as does the lovely Adele Jergens. Jergens is one of several women used in a guessing game that introduces Alice Faye — a row of similar blondes in identical attire that smile and sing to the camera. One sounds just terrible, but even people unfamiliar with Ms. Faye will immediately recognize her when they hear her distinctive deep voice.

I remember being surprised when Gang’s was reissued in the early ’70s as a camp classic. I think that it was before the play The Rocky Horror Picture Show appeared. Are gays attracted to Carmen Miranda because she fits into the category of “outrageous” or because she’s an easy target for caricature? I’ve since become less tolerant for Mickey Rooney’s sophomoric Carmen Miranda impersonation. Or do Miranda’s stage presence and costume effects suggest a cross-dressing male performer? I would have liked to understand more about that.

The Twilight Time Blu-ray of The Gang’s All Here is great transfer of this very special show. It first appeared on DVD in a terrible washed out transfer in an Alice Faye collection, and then bounced back improved in a Carmen Miranda collection.

The show has an excellent Technicolor look and practically bursts from the screen. That concluding Busby Berkeley Star Gate is a knockout. The only giveaway that this is not a Tech-based restoration is a slight harshness to the color and a tendency for crushed blacks. A black tuxedo will disappear before a black background, whereas in original Tech prints (UCLA’s was sensational) there was always a density/texture difference.


Twilight Time carries over some 20th Fox goodies and adds some of its own. Drew Casper’s recycled commentary is a bit dramatic but contains plenty of solid information. An older featurette focuses on the career of Busby Berkeley, without having access to materials from his Warners pictures. “We Still Are!” is a film made by Alice Faye in the 1980s (?) to augment her personal appearances for the Pfizer Company, promoting senior citizen health. It shows a still very attractive Faye reviewing some high points of her career. An interesting deleted scene shows Sgt. Casey (Dave Willock) winning a quiz prize at the garden party show. Dorita and Phil Baker finally win at the horse racing track; in the completed film, they exit without a real final appearance.

New to video is an original trailer, and a very good new commentary with three knowledgeable and personable critics — Glenn Kenny, Ed Hulse, and Farran Smith Nehme. They have an affinity for their subject, and introduce background information that was new to me. Genre commentaries of late have been hit by a rash of unqualified commentators so it’s great to audit one that’s so consistently entertaining. They feel the same way about the show that I do, which helps as well.

Julie Kirgo’s liner notes go into more biographical detail with both Busby Berkeley and Alice Faye. I should look into to more of the Fox MOD musicals starring Ms. Faye, to see her earlier musicals.

I’ve been watching The Gang’s All Here at every opportunity ever since I first saw it at UCLA. I was present the day something went wrong in the Melnitz 1409 screening room (now the James Bridges Theater) when the tail end caught fire. The flash from the projection booth filled the auditorium with white light. As the booth was safety-equipped, all that was lost was the end title, and subsequent screenings ended abruptly. Twilight Time’s great Blu-ray comes close to replicating the show’s almost hallucinatory effect. I find Busby Berkeley’s show to be as entertaining as Singin’ in the Rain,  even if it’s not nearly as famous, and exists in a sort of banana-fied limbo of Camp associations. If you have a soft spot for ’40s swing music you’re going to like it, for sure.

Reviewed by Glenn Erickson

The Gang’s All Here
Blu-ray rates:
Movie: Excellent
Video: Excellent
Sound: Excellent
Supplements: Isolated Score Track (with some dialogue and effects); commentary with Drew Casper; commentary with Glenn Kenny, Ed Hulse, and Farran Smith Nehme; featurettes Busby Berkeley: A Journey with a Star; Alice Faye’s Last Film We Still Are!; deleted scene, trailer, Julie Kirgo liner notes.
Deaf and Hearing-impaired Friendly? YES; Subtitles: English
Packaging: One Blu-ray in Keep case
Reviewed: July 27, 2016

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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.

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