The Gang's All Here

The Gang's All Here a 1943 American Twentieth Century Fox Technicolor musical film starring Alice Faye, James Ellison, and Carmen Miranda. The film, directed and choreographed by Busby Berkeley, is considered a camp classic, and is noted for its use of musical numbers with fruit hats. Included among the 10 highest-grossing films of that year, it was at that time Fox's most expensive production.

Musical highlights include Carmen Miranda performing an insinuating, witty version of "You Discover You're in New York" that lampoons fads, fashions, and wartime shortages of the time. The film is also memorable for Miranda's "The Lady in the Tutti Frutti Hat", which because of its sexual innuendo (dozens of scantily clad women handling very large bananas), apparently prevented the film from being shown in Brazil on its initial release. Even in the US the censors dictated that the chorus girls must hold the bananas at the waist and not at the hip. Alice Faye sings "A Journey to a Star," "No Love, No Nothin'," and the surreal finale "The Polka-Dot Polka."

The film was nominated for an Academy Award for Best Art Direction-Interior Decoration, Color (James Basevi, Joseph C. Wright, Thomas Little). It was the last musical Faye made as a Hollywood superstar. She was pregnant with her second daughter during filming. In 2014, The Gang's All Here was deemed "culturally, historically, or aesthetically significant" by the Library of Congress and selected for preservation in the National Film Registry.


Alice Faye as Eadie Allen

Carmen Miranda as Dorita

Phil Baker as Phil Baker

Benny Goodman as Himself

Benny Goodman Orchestra as Themselves

Eugene Pallette as Andrew Mason Sr.

Charlotte Greenwood as Blossom Potter

Edward Everett Horton as Peyton Potter

Tony DeMarco as Himself

James Ellison as Andy Mason

Sheila Ryan as Vivian Potter

Dave Willock as Sgt. Pat Casey

June Haver (uncredited)

Bando da Lua ... Themselves, Carmen Miranda's Orchestra


Directed by Busby Berkeley

Produced by William Goetz and William LeBaron

Written by Walter Bullock - Nancy Wintner - George Root Jr. - Tom Bridges

Music by Leo Robin - Harry Warren and others

Cinematography - Edward Cronjager

Edited by - Ray Curtiss

Distributed by - 20th Century Fox

Release date - December 24, 1943 and became one of the 25 top-grossing films of 1943–44

Running time - 103 minutes

Country - United States

Language - English

Box office - $2.5 million


"Hail, Hail, the Gang's All Here"
Music by Theodore Morse and Arthur Sullivan
Lyrics by Dolly Morse (as D.A. Esrom)

"Brazil" ("Aquarela do Brasil)"
Music by Ary Barroso
English lyrics by S.K. Russell
Sung by Aloysio De Oliveira, Carmen Miranda and chorus

"You Discover You're in New York"
Music by Harry Warren
Lyrics by Leo Robin
Performed by Carmen Miranda, Alice Faye, Phil Baker and chorus

"Minnie's in the Money"
Music by Harry Warren
Lyrics by Leo Robin
Arranged by Eddie Sauter
Sung by Benny Goodman with his band and a jitterbug chorus

"Soft Winds"
Written by Benny Goodman (instrumental)
Played by Benny Goodman and His Orchestra
Danced by Alice Faye and James Ellison

"The Lady in the Tutti Frutti Hat"
Music by Harry Warren
Lyrics by Leo Robin
Performed by Carmen Miranda and chorus

"A Journey to a Star"
Music by Harry Warren
Lyrics by Leo Robin
Sung by Alice Faye (and reprised by cast)
Danced by Tony De Marco and Sheila Ryan

"The Jitters"
Music by Gene Rose
Played by Benny Goodman and His Orchestra
Danced by Charlotte Greenwood and Charles Saggau

"No Love, No Nothin"
Music by Harry Warren
Lyrics by Leo Robin
Arranged by Benny Carter
Sung by Alice Faye
Danced by Tony De Marco and Sheila Ryan

"(I've Got a Gal in) Kalamazoo"
Music by Harry Warren
Lyrics by Mack Gordon
Played by Benny Goodman and his band

Music by Harry Warren
Lyrics by Leo Robin
Played by Benny Goodman and His Orchestra
Sung by Benny Goodman and Carmen Miranda
Danced by Carmen Miranda and Tony De Marco

"The Polka Dot Polka"
Music by Harry Warren
Lyrics by Leo Robin
Sung by Alice Faye with dancers

"The Polka Dot Ballet"
Music by Harry Warren
Performed by Busby Berkeley dancers

"A Hot Time in the Old Town"
Music by Theo. A. Metz

"Silent Señorita"
Music by Harry Warren
Lyrics by Leo Robin

"Valse des rayons" from Le Papillon" aka "Valse chaloupée"
Music by Jacques Offenbach

"P'ra Que Discutir"
Written by Nestor Amaral

"Diga o Ella"
Written by Nestor Amaral

"Let's Dance"
Written by Gregory Stone, Josef Bonime and Fanny Baldridge.


Wealthy businessman Andrew J. "A. J." Mason, Sr. takes his nervous partner, Peyton Potter, to the Club New Yorker for a celebratory evening with his son, Sgt. Andrew J. Mason, Jr., who is about to report for active duty in the Army. A. J. and Andy enjoy the show, which features master of ceremonies Phil Baker and dancer Tony De Marco, while Potter worries about what his wife Blossom would say if she knew he was there. While Potter is trapped into dancing with Brazilian sensation Dorita, Andy becomes intrigued by entertainer Eadie Allen. Phil warns Andy that because Eadie dances at the Broadway Canteen between shows, she will not go out on a date with him, but Andy follows her to the canteen and tells her that his name is Sgt. Pat Casey so that she will not be intimidated by his wealth.

Despite her insistence that she cannot date servicemen outside the canteen, Eadie is charmed by Andy and agrees to meet him later when he pursues her to the nightclub. Eadie and Andy spend the evening talking and falling in love, and the next day, Eadie bids him farewell at the train station and promises to write every day. Andy distinguishes himself in battle in the South Pacific, and is granted a furlough after being awarded a medal.

A. J. is thrilled and plans to throw a welcome home party for Andy at the Club New Yorker. Phil cannot accommodate his plans, however, as the club is closed for two weeks while the company rehearses a new show. Munificent as always, A. J. invites the performers to rehearse at his and Potter's homes, where they can throw a lavish garden party and war bond rally to welcome Andy. Potter is perturbed about the arrangements when he learns that Blossom knows Phil from her former days as an entertainer, and his chagrin grows when Tony's partner cannot perform and he asks Potter's daughter Vivian to dance with him. Hoping to persuade the stodgy Potter to allow Vivian to perform, Blossom tells him that Phil has threatened to reveal her wild past if Vivian is not in the show. Potter acquiesces, but his problems grow when he is pursued by the romantic-minded Dorita.

When not chasing Potter, Dorita learns that Vivian has a boyfriend named Andy, and that he and Eadie's "Casey" are the same man. Complications arise as Dorita tries to keep Vivian and Eadie from discovering Andy's deception. When Andy and the real Pat Casey arrive at the club, however, Eadie learns the truth. Andy proclaims that he wants to marry her and not Vivian, but Eadie insists on breaking off their relationship, as she believes that Vivian really cares for him.

During the show, however, Vivian tells Eadie that she is going to Broadway to perform as Tony's permanent partner, and reveals that she and Andy were never truly in love. As the show comes to a close, Eadie and Andy reconcile, and everyone joins in the final song.


The working title of this film was The Girls He Left Behind. According to a January 7, 1943 news item, composer Harry Warren was originally scheduled to work with lyricist Mack Gordon on the film's score, but Warren instead wrote the picture's songs with Leo Robin. News in The Hollywood Reporter on 30 March 1943 included Pickin' on Your Momma in the list of songs to be featured in the film. Modern sources note that the song, along with Sleepy Moon and Drums and Dreams were cut before the final release. According to Hollywood Reporter and a studio press release, Linda Darnell was originally scheduled to play "Vivian Potter," which would have been her first dancing role in motion pictures. During dance rehearsals, however, Darnell sprained her ankle, and after her recovery, eloped with cinematographer Peverell Marley and asked Twentieth Century-Fox for an indefinite leave of absence. Darnell was replaced in the role by Sheila Ryan.

The Gang's All Here began production in April 1943. Berkeley learned that Darryl F. Zanuck would not be overseeing the production. Fox's studio head was in Europe on behalf of the war effort, leaving the chore to William LeBaron, a producer and songwriter who had worked at other studios before coming to Fox. Under Zanuck, he set up an independent unit at the studio, mostly making musicals. He and Berkeley got along well at first, but the relationship soon was strained as the showman in Berkeley wouldn't yield to the budget-trimming mandates of LeBaron (who, in turn, was forced to trim expenses due to the demands of the War Production Board, which sought cost cutting in all aspects of businesses during the war). In spite of the producer/director discord during shooting, the film turned out to be an outrageously conceived work of art, blending with subtlety the politics of alliances while overtly disarming the viewing public with surrealism and spectacle.

Although Alice Faye did have a singing cameo in the 1944 film Four Jills in a Jeep, this picture marked her last appearance in a musical film until the 1962 version of State Fair. Faye, who was pregnant with her second child during filming of The Gang's All Here, retired from the screen and only made one additional film, the 1945 drama Fallen Angel until 1962. The Gang's All Here marked the screen debuts of actresses June Haver (1926–2005), Jeanne Crain (1925–2003) and Jo-Carroll Dennison, who was Miss America of 1942. According to an article in Los Angeles Times, the film was to include a take-off on Phil Baker's popular radio show Take It or Leave It. The sequence was cut, and Baker instead made an entire film based on the show, called Take It or Leave It, for Twentieth Century-Fox.

The Gang's All Here was the first color film entirely directed by Berkeley (he had earlier directed dance numbers for the 1930 two-color Technicolor film Whoopee!), and the extravagant production numbers were well received. While praising Berkeley's work, the Motion Picture Herald (MPH) reviewer commented that the production numbers "are opulent in highly effective color combinations and are climaxed by a finale in the cubistic and modernistic tempo which is different from anything that has passed this reviewer's way since some of the abstract treatments employed by Walt Disney's Fantasia." Although some modern sources indicate that the film was banned in Brazil because of the giant bananas featured in "The Lady with Tutti-Frutti Hat" number, the film's file in the Motion Picture Production Code Collection at the Academy of Motion Picture Arts and Sciences (AMPAS) Library contained no information about censorship in Brazil and the film was approved for export to South American countries. The picture received an Academy Award nomination in the Art Direction (Color) category.

Noted drummer Louie Bellson appears uncredited in the Benny Goodman Orchestra while Carmen Miranda sings "Paducah".

run time: 103 minutes

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above notes from
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movie: DAV FL 70 Webmaster private collection

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