42nd Street (1933)


“In an era of breadlines, Depression, and wars, I tried to help people get away from all the misery . . . to turn their minds to something else. I wanted to make people happy, if only for an hour.” –Busby Berkeley

When a viewer sees the name “Busby Berkeley” glow in the scroll of film credits, rest assured, it won’t be long until he or she will “hear the beat of dancing feet” and catapult into a witty musical plot. One of the most prominent choreographers of his day, Berkeley’s work defined the 1930s musical. His numbers would stem from an everyday activity and effortlessly transition into some of the most elaborate dance numbers captured on film. With seemingly endless sets and intricate kaleidoscopic overhead shots, Berkeley turned the American musical into an escapist delight for a nation of moviegoers that gladly dreamed alongside him.

Among the many musicals to which he contributed, 42nd Street (1933) shines as a definitive backstage musical. Though known today as an American Pre-Code film, the film was actually based upon a 1932 novel of the same name by Bradford Ropes. The film script, however, was written by Rian James, James Seymour, and Whitney Bolton. Reimagined as a musical, the film was directed by Lloyd Bacon and featured songs with music by Harry Warren and lyrics by Al Dubin.

42nd Street tells the story of two Depression Era Broadway producers, Jones (Robert McWade) and Barry (Ned Sparks), who are putting on a musical called Pretty Lady, starring actress Dorothy Brock (Bebe Daniels). Unbeknownst to her wealthy albeit older beau and show’s wealthy financial backer, Abner Dillon (Guy Kibbee), Dorothy is also seeing her former unemployed vaudeville partner, Pat Denning (George Brent), on the side. Julian Marsh (Warner Baxter) is tasked with directing the show, although his doctor warns him that his life is at risk if he takes on the demands of putting on another show. Though Julian is a successful director, he is penniless because of the 1929 Stock Market Crash; this motivates him to make Pretty Lady a massive success. If he succeeds, he will be able to retire from his profession comfortably–or die trying.

Cast selection for Pretty Lady begins and the stage is filled with women looking to secure a part in the latest Jones and Barry production, in order to stay away from the breadlines. Almost immediately, witty quips and wry dialogue take flight with multiple “casting couch” allusions being expressed along the way.

Loraine: You remember Ann Lowell?

Andy Lee: Not Anytime Annie? Say, who could forget ‘er? She only said “No” once, and THEN she didn’t hear the question!

Jerry: It seems that little Loraine’s hit the bottle again.

Mac Elroy: Yeah, the peroxide bottle.

Ann Lowell: [to chorus girl] It must have been hard on your mother, not having any children.

Innocent and inexperienced Peggy Sawyer (Ruby Keeler) arrives from her hometown of Allentown, Pennsylvania, in order to find work as an actress. She is fooled, mocked, and ignored, until stage chorine veterans Lorraine Fleming (Una Merkel) and Ann “Anytime Annie” Lowell (Ginger Rogers) offer their guidance. Lorraine is guaranteed a job because of her association with the dance director, so she makes sure that Ann and Peggy also receive roles. The show’s lead actor, Billy Lawlor (Dick Powell), and Pat quickly befriend Peggy.

When Julian learns that his leading lady is threatening the success of his show by cheating on the financial backer, he has some thugs beat Pat up. In response, Dorothy and Pat decided to pause their relationship and not see each other. Pat takes a job in Philadelphia, where the company eventually opens their show.

However, the production of the show does not go swimmingly. Julian is continually stressed and dissatisfied, while Peggy begins to receive attention from Billy and–to Dorothy’s shock–Pat. Tensions and chaos ensue until a physical injury throws the cast of Pretty Lady for a loop and jeopardizes the entire show. Nonetheless, conflicts are resolved, relationships are restored, careers are launched, and love is in the air–to the tune of twenty minutes worth of Busby Berkeley production numbers.


42nd Street boasts a cast list that shows off Warner Brothers Studio’s finest musical talents. The cast list is as follows:

  • Warner Baxter as Julian Marsh
  • Bebe Daniels as Dorothy Brock
  • George Brent as Pat Denning
  • Ruby Keeler as Peggy Sawyer
  • Guy Kibbee as Abner Dillon
  • Una Merkel as Lorraine Fleming
  • Ginger Rogers as Ann Lowell (aka “Anytime Annie”)
  • Ned Sparks as Barry
  • Dick Powell as Billy Lawler
  • Allen Jenkins as Mac Elroy, the stage manager
  • Edward J. Nugent as Terry, a chorus boy
  • Robert McWade as Jones
  • George E. Stone as Andy Lee
  • Toby Wing as the Blonde in the “Young and Healthy” Number

The cast also includes several uncredited actors, including Guy Kibbee’s brother, Milton, Ruby Keeler’s two sisters, Louise Beavers, Lyle Talbot, George Irving, Lunn Browning, and Charles Lane. Composers Warren and Dubin make cameo appearances in this film–their first film for Warner Brothers.

Though the cast of 42nd Street includes many notable names, this project was actually Keeler’s film debut. Prior to her work for this film, Keeler was a buck dancer–a dance done without taps on the bottoms of one’s shoes that focused on percussive sound and not upper-body movement–and had been married to Al Jolson for five years. Moreover, Keeler is well supported by a set of cast members with whom she would reunite in several more films. The film introduced the on-screen pairings of Ruby Keeler and Dick Powell, though the initial novel on which the film was based called for Julian and Billy to be lovers. Since homosexual relationships were unacceptable in films at this time, the writers instead replaced the relationship with a romance between Billy and Peggy. Keeler and Powell worked well with one another on and off screen, and would subsequently star in six more films together.

Several different actors were considered for lead roles in 42nd Street before the cast list was finalized. Warren William and Richard Barthelmess were considered for the role of Julian Marsh (Warner Baxter); Kay Francis and Ruth Chatterton were considered for the role of Dorothy Brock (Bebe Daniels); Loretta Young was considered for the role of Peggy Sawyer (Ruby Keeler); Joan Blondell was considered for the role of Anytime Annie (Ginger Rogers); Glenda Farrell was considered for the role of Lorraine (Una Merkel); and Frank McHugh was considered for the role of Andy the dance director (George E. Stone). Furthermore, Mervyn LeRoy was initially slated to direct the film but was unable to do so when he fell ill. Before bowing out of the project and handing over the reigns to Lloyd Bacon, LeRoy suggested to then-girlfriend Ginger Rogers that she take on the role of Anytime Annie.

With the cast and crew ready to go, film production began on October 5th, 1932. The shooting schedule called for twenty-eight days at the Warner Brothers Studio in Burbank; however, filming was done at all three of Warner Bros.’ Los Angeles-based facilities: the original Sunset studio, the Vitagraph Studio in Hollywood and the old First National sound stages in Burbank. The total cost of the film was estimated to be at $340,000-$439,000.

Warren and Dubin’s songs shine in this musical, with “Shuffle Off to Buffalo,” “Young and Healthy,” and “42nd Street” especially getting the star treatments as Busby Berkeley’s innovative choreography makes them all the more vivacious. In total, there are five key musical numbers in the film: “You’re Getting to Be a Habit With Me,” “It Must Be June,” “Shuffle Off to Buffalo,” “Young and Healthy,” and “42nd Street.”

“You’re Getting to Be a Habit With Me” is sung first by Bebe Daniels in a rehearsal setting, with her sitting atop a piano. Later, she sings the song again with added choreography. She flirts with several young suitors throughout the song before she unexpectedly runs off with a caricature of Mahatman Gandhi, whose hunger strike was well publicized around the time of the film’s production. Reportedly, Warren and Dubin were inspired to write the song when asking one of the women working at Warner Brothers why she was still dating a certain man. Her response? He was getting to be a habit with her.

“It Must Be June” is portrayed as a lackluster number with many frisky, innuendo-filled moments occurring throughout the rehearsal. The snarky exchanges between the members contrast with the romanticized lyrics of the song, quickly adding to Julian’s frustration with the show. Bebe Daniels and Dick Powell are front and center in this number, though the chorus quickly steals the show with wry, humorous dialogue.


“Shuffle Off to Buffalo” is the first grand Berkeley number in the film, boasting an intricate and expansive train set that splits in half in order to depict an evening on a train bound for Niagara. The song is performed by Ruby Keeler and Clarence Nordstrom with Ginger Rogers, Una Merkel, and the chorus. In this performance, the viewer follows a newlywed couple as they advance through their honeymoon trip and dance around on the train set, oblivious to the rest of the train car poking fun at them. As expected, the number is filled with sexual innuendo and the suggestion of a loss of innocence.

Interestingly, this number was uniquely touched by the Motion Picture Production Code of 1930. Though all of the songs from the film allude to sex in some way, a lyric in “Shuffle Off to Buffalo” needed to be switched from “belly” to “tummy.” Though the change was made, the filmmakers drew attention to the censored word, anyway. Una Merkel and Ginger Rogers sing about a traveling salesman and a farmer’s daughter requiring a shotgun wedding. The lyric was initially written as, “He did right by little Nellie, with a shotgun in his belly.” However, while Ginger sings it, Una gestures to her and she changes the word in question, singing, “He did right by little Nellie, with a shotgun in his bel – – tummy.”

Additionally, the song alludes to a fairly common practice of moving to Reno, Nevada, for a short-term stay to obtain a divorce. Ann sings, “When she knows as much as we know, she’ll be on her way to Reno,” alluding to the fact that Nevada had some of the most lenient divorce laws in the country. In contrast with other states, Nevada granted a divorce for almost any reason after a six-week-residency period.

“Young and Healthy” follows immediately afterward with an energetic performance by Dick Powell as he sings to perpetually smiling 17-year-old ex Keystone girl, Toby Wing. This number possesses more daring camerawork than the preceding number, featuring extreme close-ups and kaleidoscopic overhead shots, characteristic of Berkeley’s work.

The climactic number of the film is, of course, “42nd Street,” allowing Ruby Keeler to steal the spotlight in a rousing albeit melancholy number about the ceaseless nature of the city. Keeler brings the audience into a bustling city scene and into various scenarios occurring there and eventually to a faux skyline built by chorus girls. Powell and Keeler reunite at the end of the number, pulling down a curtain or shade with the word “Asbestos” written on it. During the first part of the 20th century, asbestos was an often-used flame-retardant component in building materials and was a reference familiar to theater people, since live-performance theaters were at the time required to have a curtain made of asbestos that would separate the stage from the audience in the event of an on-stage fire. Knowing this, the presence of the curtain in the film implies that whatever Billy and Peggy are going to do behind the curtain will certainly be “hot.”

Incidentally, the finale features a moment in which the dancers pass a store named Reticker’s, named after Warner Brothers art director Hugh Reticker. Reticker worked at the studio for two decades but did not get screen recognition until two years after this film was made. It is highly probably that he helped design this particular set.

42nd Street premiered on March 9th, 1933, at the Strand Theater and was one of the most profitable films of the year. It was the fourth most popular film at the U.S. Box office that year and single-handedly saved the movie musical. At this point, musicals were being viewed as a dying art. Early musicals typically suffered from severe camera restrictions and poor musical staging, leading to huge financial losses for studios, as in the case of Universal’s King of Jazz (1930). Producing a musical became a risky move.

Warner Brothers took on several more musicals, nonetheless, and relied heavily upon Busby Berkeley’s talents. Films like Gold Diggers of 1933 (1933) and Footlight Parade (1933) called for higher budgets and more elaborate dance numbers, both of which were delivered exceptionally. The success of 42nd Street later convinced Radio Pictures to produce Flying Down to Rio (1933). Paramount, too, proceeded with plans to produce Murder at the Vanities (1934).


The publicity efforts for this film were also exceptional. The key publicity stunt for this film involved a train called the “42nd Street Special,” which traveled from Hollywood to New York City, arriving in time for the film’s opening at the Strand Theater. Warner Bros. Pictures, with the assistance of the General Electric Corporation, assembled a seven-car gold and silver-plated train. The train was scheduled to make stops in more than 100 cities, including Denver, Colorado; Chicago, Illinois; New York City, New York; Philadelphia, Pennsylvania; Pittsburgh, Pennsylvania; Auburn, Washington; Toledo, Ohio; Cleveland, Ohio; Youngstown, Ohio; Kansas City, Missouri; Topeka, Kansas; Baltimore, Maryland, and ending in Washington, D.C. for the March 1933 inauguration of Franklin D. Roosevelt. The train’s passengers consisted of several Warner contract players who were called to the stage after the movie was shown. These players included Bette Davis, Toby Wing, Warren Williams, Dick Powell, Ginger Rogers, Loretta Young, Joe E. Brown, Tom Mix (and his horse!), Bette Davis, Laura La Plante, Glenda Farrell, Lyle Talbot, Leo Carrillo, Claire Dodd, Preston Foster and Eleanor Holm.

42nd Street received Academy Award nominations for Best Picture and Best Sound. Today, the line, “Sawyer, you’re going out a youngster, but you’ve got to come back a star!” is ranked as the 87th top movie quote by the American Film Institute. The film lives on as the quintessential backstage musical, the songs continue to delight, and the story has been translated for the stage on several occasions. In fact, Gower Champion choreographed and directed a revival of the stage musical in 1980 but died on the day of the show’s opening night. Ruby Keeler’s portrayal of Peggy Sawyer has also received a loving tribute of its own; her granddaughter, Sarah Lowe, paid homage to her grandmother by learning her opening routine to “42nd Street” and performed it at a STAGE benefit in Los Angeles.

Musical fans certainly owe a great debt to 42nd Street‘s innovative means of storytelling, which served to renew interest in the Hollywood musical. Moreover, Berkeley’s choreography made the Hollywood musical all the more captivating through the perfect positioning of dancers and exquisite camerawork. After all, film aficionados continue to discuss his imaginative and mesmerizing choreography 85 years later. Though the early musical arrived on the scene as an inexperienced “youngster,” 42nd Street came out a star–a star that certainly shines to this day.

This post is part of Hometowns to Hollywood’s blogathon, entitled “The Busby Berkeley Blogathon.”