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Lady Be Good is an MGM musical film released in 1941. The film stars dancer Eleanor Powell, along with Ann Sothern, Robert Young, Lionel Barrymore, and Red Skelton. It was directed by Norman Z. McLeod and produced by Arthur Freed. This was the first of several films Powell made with Skelton. Powell received top billing, but Sothern and Young are the main stars. They play, respectively, Dixie Donegan, a would-be lyric writer and Eddie Crane, a struggling composer.

Lady Be Good
Poster - Lady Be Good (1941) 03.jpg
Film poster
Directed byNorman Z. McLeod
Produced byArthur Freed
Written byJack McGowan
Kay Van Riper
John McClain
StarringEleanor Powell
Robert Young
Ann Sothern
John Carroll
Berry Brothers
Virginia O'Brien
Music byRoger Edens
Jerome Kern
Oscar Hammerstein II
George and Ira Gershwin
CinematographyGeorge J. Folsey
Oliver T. Marsh
Edited byFredrick Y. Smith
Distributed byMetro-Goldwyn-Mayer
Release date
September 1, 1941 (USA)
Running time
112 min

The film takes its title and theme song ("Oh, Lady be Good!") from the 1924 George and Ira Gershwin Broadway musical, Lady Be Good, but otherwise has no connection to the play. According to film historian Robert Osborne in his introduction to a broadcast of the film on Turner Classic Movies in August 2006, MGM devised the film as a vehicle to launch Sothern as a musical star. However, since she and Young were known primarily as light comic stars, the studio brought in Powell for a supporting role, but gave her top billing to attract audiences.

This film's most notable sequence involves an epic tap dance routine by Powell, to the melody of Gershwin's "Fascinating Rhythm" (another song taken from the play). This musical number later featured in two films in the That's Entertainment! documentary series. In one of the films (That's Entertainment! III), behind-the-scenes footage reveals how this scene was accomplished. So Powell could dance between a series of pianos without interruption, stage hands quietly removed pieces of the set off-camera as she worked her way across the stage. This musical sequence was directed by Busby Berkeley. Another sequence features Powell doing a dance routine with a dog that she trained for the number. There are also phenomenal dance routines by the Berry Brothers. The film won an Academy Award for Best Song for "The Last Time I Saw Paris," composed by Jerome Kern and Oscar Hammerstein II.[citation needed]



Eddie Crane, a young composer, is struggling with a tune he has just written. When his girlfriend, Dixie Donegan, provides words almost by accident, the song is published and is a great success.

A few years later, now married and successful songwriters with a hit Broadway show behind them, Dixie realizes that Eddie is spending more time in rich New York society than composing. They divorce, but quickly realize they are still in love and cannot do without each other. They remarry and write more successful songs, but then Eddie goes off to South America, ostensibly to get inspiration to write a symphony. Dixie again seeks a divorce, but the astute judge denies it. Eddie returns and they realize that despite all, they are still in love.




The title, "Lady Be Good" was used on an American B-24D Liberator bomber, which flew for the United States Army Air Forces during World War II out of north Africa. It disappeared on an April 4, 1943 during the raid on Naples, Italy. It was found virtually intact in the Libyan desert in 1958.

The film is recognized by American Film Institute in these lists:

See alsoEdit


  1. ^ "AFI's 100 Years...100 Songs Nominees" (PDF). Retrieved 2016-07-30.

External linksEdit