Busby Berkeley At His Best: 42nd St.

Good news may be scarce these days, but not impossible to find: Warner Archive has released the great 42nd St. in a sparkling new Blu-ray edition, along with vintage shorts, cartoons and a retrospective feature. Warner’s new restoration debuted at the recent TCM Classic Film Festival, and I was asked to write a background piece for the program book. I’m happy to reproduce it here with the kind permission of TCM:

Believe it or not, musicals were considered passé in 1933. The public had grown tired of the “all-talking, all-singing, all-dancing” entertainment that overtook Hollywood with the coming of sound. There were exceptions, thanks to the popularity of stars like Maurice Chevalier and Eddie Cantor, but the idea of mounting a backstage musical—already a cliché—was considered downright foolish. The one man who thought otherwise was Warner Bros.’ dynamic head of production, Darryl F. Zanuck.

Warners had a reputation for making gritty, fast-paced films “torn from today’s headlines.” In 1932 the studio purchased the screen rights to a novel written by a former chorus boy named Bradford Ropes and work began on the movie that would change the course of musicals forever.

Ruby Keeler, Warner, 42nd St.

An innocent Ruby Keeler and a tortured Warner Baxter in a key scene from “42nd St.”

As Zanuck wrote in a byline article for The Hollywood Reporter that December, “We have just completed a musical exposé, Forty-second Street, which dramatically endeavors to lift the curtain and reveal the strenuous, heart-breaking efforts of a well-known Broadway producer to stage a musical comedy in this year of depression…”

To the famously feisty producer that was the key: 42nd St. was a dramatic story, an exposé. Some have speculated that he even had a backup plan to remove the musical numbers and release the picture without them, if push came to shove. That seems highly unlikely, given the fact that he hired dance director Busby Berkeley away from Samuel Goldwyn and gave him carte blanche to spend a small fortune staging three epic-scale sequences. 42nd St. was always intended to be a musical, even if its greatest champion wanted to downplay that fact before anyone saw the finished product.

Lured out to California from New York at the dawn of the talkie era, Berkeley had already contributed dance numbers to nine movies by the time Zanuck came calling. Most of these were Eddie Cantor musicals for producer Goldwyn, in which Berkeley revealed an eye for beautiful chorus girls and a novel approach to staging dance ensembles, using overhead shots of his girls in kaleidoscopic formations. But 42nd St. allowed him greater freedom than ever and a fatter budget: he worked a full month shooting the numbers that would cement his reputation as an innovator.

Forty-second Street Sheet Music
Berkeley also conceived the storylines that gave his numbers coherence and momentum. You won’t find a description of the dazzling “42nd Street” sequence in the screenplay; it came from the dance director’s fertile imagination. Vignettes of often-seamy street life in the big city range from the absurd—fruit vendors heading off to play golf—to the melodramatic—a woman fleeing her abusive male companion and leaping to the street with a shriek, only to be stabbed moments later. Ruby Keeler’s buck-and-wing/clog dance solo (arguably clunky but undeniably earnest) gives way to an elaborate tableau of uniformly costumed dancers and a stage illusion using cardboard cut-outs to simulate the New York skyline. Moviegoers had never seen anything like it before.

No thought was given to having Berkeley pilot the rest of the picture. His job was to devise and execute the musical sequences. Warner Bros. workhorse Lloyd Bacon directed the balance of the film.

The top-billed star of 42nd St. was Warner Baxter, who was borrowed from Fox to play ailing, often manic stage director Julian Marsh. A veteran of silent films, Baxter’s star rose in the talkie era: he earned an Academy Award for his performance as The Cisco Kid in 1929’s In Old Arizona. Bebe Daniels was also a popular star of silents whose singing voice enabled her to make a smooth transition to sound in such early musicals as Rio Rita and Dixiana. (She also costarred in Warners’ 1931 version of The Maltese Falcon.)

But it was the secondary cast members who captured much of the audience’s attention. Billed in fifth place was a screen newcomer named Ruby Keeler, better known off-screen as Mrs. Al Jolson. In seventh position was another novice, making his sixth film appearance, Dick Powell. 42nd St. gave new meaning to the term “overnight sensation” for Keeler and Powell as a nascent screen team. Photoplay magazine noted “Ruby Keeler’s debut as a picture personality—and make no mistake about it, a new star is born…”

Another notable cast member was on the verge of true stardom. Ginger Rogers plays chorus girl “Anytime Annie,” who inspires the deathless wisecrack, “She only said ‘no’ once and then she didn’t hear the question.” Eight months after the release of this film, Rogers stepped out with Fred Astaire in Flying Down to Rio and never looked back.

Una Merkel, Ginger Rogers, Ruby Keeler, 42nd St.

Una Merkel, Ginger Rogers (with monocle!) and Ruby Keeler in “42nd St.”


The character actors who populate 42nd St. constitute a veritable who’s who of memorable “types,” including Guy Kibbee, at his most bumptious, sourpuss Ned Sparks, world-weary Allen Jenkins, and George E. Stone as the ever-ready stage manager. Bit parts are filled by other familiar faces including Louise Beavers, as Bebe Daniels’ maid, and Charles Lane, as the long-suffering author of the show being staged,Pretty Lady. Sharp-eyed film buffs will spot future leading men Dave O’Brien (of the Pete Smith Specialties) and Dennis O’Keefe among the chorus boys, as well as songwriters Harry Warren and Al Dubin as the show’s tunesmiths.

Warren and Dubin were teamed for the first time on this assignment and delivered four solid songs: “You’re Getting to be a Habit With Me,” “Young and Healthy,” “Shuffle Off to Buffalo,” and of course the title tune. Their careers skyrocketed, and they won an Oscar several years later for “Lullaby of Broadway,” which inspired another Busby Berkeley extravaganza in Gold Diggers of 1935.

For younger audiences, Dubin’s lyrics are a catalog of 1930s slang and topical references. In “Shuffle Off…” someone may be expecting (a baby) but “it’s a cinch Winchell knows,” which refers to the all-seeing, all-knowing columnist Walter Winchell—the one-man TMZ of his day. The thoroughfare known as “42nd Street” is “a crazy quilt that Wall Street ‘jack’ built,” turning a nursery rhyme into a wisecrack about money (or “jack”) raised by investors.

The script, by Warners contract writers Rian James and James Seymour, is sharp-edged and snappy, full of wisecracks and innuendoes that mark the film as a pre-Code entity—released a full year before the Production Code came along and sanitized Hollywood. (Even in the wild and woolly pre-Code era, James and Seymour had to eliminate one aspect of Bradford Ropes’ novel: director Marsh is gay and in a relationship with the play’s juvenile lead, Billy Lawler.)

42nd St. Film Still (1933)

All of these ingredients combined to make 42nd St. a grand and glorious movie, but perhaps its greatest asset was timing. At the nadir of the Great Depression, along came a film that acknowledged the harsh realities of life but offered a glimmer of optimism. As musical historian Richard Barrios wrote in his recent book Dangerous Rhythm, “42nd St. was a rallying cry for the New Deal and an authentic American miracle offering up equal portions of hope and frivolity. Ruby Keeler’s homeless nobody who becomes a star stood in for every spectator wanting to make it out of the Depression, and Warner Baxter’s desperate and ailing director was a constant reminder that even the lightest fluff comes at a price. With this much awareness and skill, song and dance could seem germane…”

Warner Bros. unabashedly staged a publicity junket aboard a “42nd Street Special” railroad train that brought a bevy of studio stars to Washington just in time for Franklin D. Roosevelt’s inauguration in March of 1933. It worked. Reaction to the movie was immediate and resounding: it was a smash hit. Not exactly surprised, Darryl F. Zanuck already had Berkeley, Warren and Dubin, Ruby Keeler Dick Powell, and Ginger Rogers finishing a follow-up, Gold Diggers of 1933, which arrived in theaters just a few months later.

What’s more, 42nd St. was nominated for Best Picture of 1933, alongside such prestigious productions as State Fair, Little Women, and I Am a Fugitive From a Chain Gang. (It lost to Noel Coward’s Cavalcade.)

Ruby Keeler and Dick Powell were now a starring duo. Busby Berkeley became a legend…and the musical was reborn. Even after eighty years of variations on a theme, “naughty, bawdy, gaudy, sporty” 42nd St. still has the ability to charm and delight an audience.

Article originally published by Turner Classic Movies.  Reproduced here with permission of TCM. To purchase 42nd St., click HERE.


Leonard Maltin is one of the world’s most respected film critics and historians. He is best known for his widely-used reference work Leonard Maltin’s Movie Guide and its companion volume Leonard Maltin’s Classic Movie Guide, now in its third edition, as well as his thirty-year run on television’s Entertainment Tonight. He teaches at the USC School of Cinematic Arts and appears regularly on Reelz Channel and Turner Classic Movies. His books include The 151 Best Movies You’ve Never Seen, Of Mice and Magic: A History of American Animated Cartoons, The Great Movie Comedians, The Disney Films, The Art of the Cinematographer, Movie Comedy Teams, The Great American Broadcast, and Leonard Maltin’s Movie Encyclopedia. He served two terms as President of the Los Angeles Film Critics Association, is a voting member of the National Film Registry, and was appointed by the Librarian of Congress to sit on the Board of Directors of the National Film Preservation Foundation. He hosted and co-produced the popular Walt Disney Treasures DVD series and has appeared on innumerable television programs and documentaries. He has been the recipient of awards from the American Society of Cinematographers, the Telluride Film Festival, Anthology Film Archives, and San Diego’s Comic-Con International. Perhaps the pinnacle of his career was his appearance in a now-classic episode of South Park. (Or was it Carmela consulting his Movie Guide on an episode of The Sopranos?) He holds court at Follow him on Twitter and Facebook; you can also listen to him on his weekly podcast: Maltin on Movies. — [Artwork by Drew Friedman]

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May 2024