What a Way to Go!

What a Way to Go! is a 1964 American black comedy film directed by J. Lee Thompson and starring Shirley MacLaine, Paul Newman, Robert Mitchum, Dean Martin, Gene Kelly, Bob Cummings and Dick Van Dyke.

What a Way to Go!
What a Way to Go promotional poster.jpg
Theatrical release poster
Directed byJ. Lee Thompson
Screenplay by
Based onA story by Gwen Davis
Produced byArthur P. Jacobs
CinematographyLeon Shamroy
Edited byMarjorie Fowler
Music byNelson Riddle
Apjac-Orchard Productions
Distributed by20th Century Fox
Release date
  • May 14, 1964 (1964-05-14) (New York City)[1]
Running time
111 minutes
CountryUnited States
  • English
  • French
Budget$3.7 million[2]
Box office$11.1 million[3]


In a dream-like pre-credit sequence, Louisa May Foster, dressed as a black-clad widow, descends a pink staircase in a pink mansion. As she reaches the bottom, she is followed by pall-bearers carrying a pink coffin. As they round the bend in the staircase, the pallbearers drop the coffin, which slides down the stairs, leading into the opening titles.

Louisa tries to give away more than $211 million to the US government Internal Revenue Service, who believes it to be a joke for April Fools' Day. Louisa ends up sobbing on the couch of an unstable psychiatrist, Dr. Steffanson, trying to explain her motivation for giving away all her money, leading into a series of flashbacks combined with occasional fantasies from Louisa's point of view.

Louisa describes her childhood as a young, idealistic girl. Her mother, fixated on money, pushes for Louisa to marry Leonard Crawley, the richest man in town. Louisa instead chooses Edgar Hopper, an old school friend who, inspired by Henry David Thoreau, lives a simple life. They marry and are poor but happy, shown through a silent film spoof with the underlying motif that "Love Conquers All". Their life is idyllic until Hopper, hurt and angry by Crawley's ridiculing how they live, decides to aim for success. Neglecting Louisa in order to provide a better life for her, he builds his small store into a tremendous empire, running Crawley out of business. In so doing, Hopper literally works himself to death.

Now a millionaire, Louisa vows never to marry again. She travels to Paris, where she meets Larry Flint, an avant-garde artist who is driving a taxi. Louisa falls in love with Flint, and they marry, living an idyllic life and bohemian lifestyle, shown through a foreign-film spoof. Flint invents a machine which converts sounds into paint on canvas. He plays eclectic sounds producing random art. One day, Louisa plays classical music, and it produces a beautiful painting which Flint sells in his first significant sale. Buoyed by success, he creates more and more paintings, becoming hugely successful. Obsessed now, he builds larger machines to do the painting. Flint relentlessly produces art until, one night, the machines turn on their creator and beat him to death.

Even richer and even more depressed, Louisa decides to return to the United States. She misses her flight, but meets Rod Anderson Jr., a well-known business tycoon. He offers her a lift on his jet. At first, she finds him cold and calculating, but Louisa sees his softer side on the flight. They are married shortly after landing in New York City, and they live a lush and idyllic life, depicted through a fantasy sequence spoofing the glamorous big-budget films of the 1950s. Fearful of losing him like her first two husbands if he throws himself back into his work, Louisa convinces Rod to sell everything and retire to a small farm. After sharing a jug with a few locals, an inebriated Rod mistakenly attempts to milk a bull, who kicks him through the wall of the barn, leaving Louisa a widow again.

Now fantastically wealthy, Louisa wanders the country. In a small-town café, she meets Pinky Benson, a performer who does corny musical numbers in clown makeup and a costume. Management is happy with him because Pinky's habitually routine act never distracts the customers from eating and drinking. Once again, Louisa falls in love and gets married. They live an idyllic life on Pinky's run-down houseboat on the Hudson, depicted through a film sequence spoofing big Hollywood musicals. On her husband's birthday, Louisa suggests that Pinky perform without makeup and costume to save time. Never noticed before, Pinky is now discovered by the customers when he sings and dances beautifully. Virtually overnight, he becomes a Hollywood star (to the point of an in-joke about the then-fresh Cleopatra cost overrun disaster), and ends up neglecting Louisa in pursuit of fame. Everything in Pinky's life is pink, including Louisa's hair-dye and their pets. He is such a beloved star that, despite being warned about the crowd, he goes to see his fans after the premiere of one of his films, and his adoring public tramples him to death (his is the funeral seen in the opening scene).

After listening to her story, Steffanson proposes to Louisa, assuming that she will say yes as she has agreed to marry four men already. She turns him down, which he declares to be progress, and he falls and is knocked unconscious. In comes the janitor, whom Louisa recognizes as Leonard Crawley, no longer the wealthy man he used to be. He credits her and Thoreau for his life being successful, as it is simple.

Leonard and Louisa marry and live a poor but idyllic, simplified life on a farm with their four children. The story ends when Leonard apparently strikes oil with his tractor (he's distracted by reading Thoreau and one of the tires grinds into the ground). Louisa becomes distraught, thinking that her curse has struck again, until oil company representatives drive up and inform them that Leonard has merely punctured the company's pipeline. They rejoice, as they are still poor but happy.




Publicist Arthur Jacobs wanted to move into film production. One of his clients was Marilyn Monroe who said she would appear in a movie Jacobs produced if she liked the story. He found I Love Louisa based on a story by Gwen Davis about a woman with six husbands.[4][5] In June 1962, Daryl Zanuck reportedly told Marilyn Monroe that she would make two films for 20th Century Fox (which he was in the process of taking over again): a re-vived Something's Got to Give and What a Way to Go (the alternate title for I Love Louisa). Monroe's fee would be a million dollars for both films. In July, Monroe reportedly approved J. Lee Thompson as director after watching Tiger Bay and Northwest Frontier and she was going to meet Gene Kelly to discuss him being her co-star.[6] Monroe died in August 1962.

In September 1962, Jacobs said that J. Lee Thompson, who was another client of his, would direct the film following The Mound Builders (which became Kings of the Sun). Jacobs wanted one of the "top three" stars in the world to play the lead, and "important names" to play the six husbands. No distributor had been signed.[7] Later that month Thompson said he would make I Love Louisa with Elizabeth Taylor.[8] In October the Los Angeles Times reported that the Mirisch Company, who had a long-term deal with Thompson, would finance .[9] That month Betty Comden and Adolph Green signed to write the script.[10][11] In December Thompson said Comden and Green wanted to call the movie What a Way to Go and that he hoped Frank Sinatra and Marcello Matroianni to play husbands.[12]

In January 1963, Thompson said he was confident about Frank Sinatra, Marlon Brando and David Niven playing husbands.[13] In April 1963 Hedda Hopper reported that Steve McQueen would star in the film opposite Shirley MacLaine .[14]

MacLaine was formally signed in July 1963.[15] Also that month Jacobs announced he had signed a deal with 20th Century Fox for the latter to finance and distribute. The production companies would be Jacob's Apjac and Thompson's Malibu Productions. The stars would be MacLaine, Dean Martin, Paul Newman, Robert Mitchum, Dick Van Dyke and Gene Kelly. Filming would start 8 August. Jacobs called the project "a sad comedy – a farout picture that has both loudness and pathos."[16]

According to Mitchum, Frank Sinatra had wanted $500,000 for two weeks worth of work, so they offered the role to Mitchum instead. He agreed to do it because he liked working with MacLaine and Thompson (who had directed him in Cape Fear).[17]

MacLaine said, "There is – I hope – pathos, anyway that's what I'm trying to do. It's funny for a girl to go through five husbands, getting wealthier with the death of each one – but it's sad, too, because she didn't want them to die and she hates money."[5]

Gene Kelly originally had the rights to the story, intending to direct it, but relinquished it to Jacobs. Kelly agreed to appear in a single sequence. He choreographed the dance as well, calling it "a kind of gentle spoof of old movie musicals, though not as much of a parody, really, as 'Sing Along with Mitch'."[18]

Robert Mitchum's role was originally meant for Frank Sinatra, but Sinatra suddenly wanted several times more money than what the other male leads received, and the studio refused his demands. Gregory Peck was sought, but he was unavailable. The previous year, MacLaine had co-starred with Mitchum in Two for the Seesaw, and she recommended him to director J. Lee Thompson who passed the endorsement on to the studio.[19]

Cummings signed in September 1963.[20]

The budget was a reported $5 million.[5]


Except for one scene at Los Angeles Airport, the entire film was shot on the Fox backlot on 73 sets. Because of the limited availability of the stars, the movie was shot over 45 days, which was considered short for a movie of this scale.[5]

The swimming pool set in the Pinky Benson sequences is the same set (with some minor redressing) used for Something's Got to Give.

MacLaine was quoted as saying that she was happy to work with "Edith Head with a $500,000 budget, 72 hairstyles to match the gowns, and a $3.5-million gem collection loaned by Harry Winston of New York. Pretty good perks, I'd say."[21]


Box office performanceEdit

What a Way to Go! premiered on May 12, 1964, and grossed $11,180,531 at the U.S. box office,[3] earning $6.10 million in the United States.[22]

According to Fox records, the film needed to earn $8.5 million in film rentals to break even and made $9.09 million, meaning it made a profit.[23]

Film criticsEdit

John Simon of The New Leader wrote 'The mildest thing that can be said about this film is that it is an abomination'.[24]


What a Way to Go! was nominated for two Academy Awards for Best Art Direction (Jack Martin Smith, Ted Haworth, Walter M. Scott, Stuart A. Reiss) and Best Costume Design by Edith Head and Moss Mabry,[25] a BAFTA Best Foreign Actress Award for Shirley MacLaine, a Laurel award for Best Comedy and Best Comedy performer for Paul Newman, and an American Cinema Editors Eddie award for best editor for Marjorie Fowler. It won a Locarno Film Festival award for Best Actor for Gene Kelly.[26]


  1. ^ "What a Way To Go!: Detail View". American Film Institute. Archived from the original on February 25, 2017. Retrieved February 24, 2017.
  2. ^ Solomon, Aubrey. Twentieth Century Fox: A Corporate and Financial History (The Scarecrow Filmmakers Series). Lanham, Maryland: Scarecrow Press, 1989. ISBN 978-0-8108-4244-1. p254
  3. ^ a b Box Office Information for What a Way to Go! The Numbers. Retrieved 2013-04-30.
  4. ^ Hopper, Hedda (Sep 10, 1963). "Looking at Hollywood: Team Shirley, Bob in Film Spoof of Rich". Chicago Tribune. p. b1.
  5. ^ a b c d LARRY GLENN (Sep 15, 1963). "'WHAT A WAY TO GO!' IN HOLLYWOOD". New York Times. p. 133.
  6. ^ Brown, Peter H; Barham, Patte B (1993). Marilyn : the last take. Penguin Group. pp. 316–318.
  7. ^ EUGENE ARCHER (Sep 4, 1962). "MOVIE TO BE MADE BY PUBLICITY FIRM: Arthur Jacobs Plans to Use Own Stars for 'Louisa'". New York Times. p. 39.
  8. ^ Hopper, Hedda (Sep 19, 1962). "J. Lee Thompson Books Liz for Film Next Year". Chicago Daily Tribune. p. b2.
  9. ^ Scheuer, Philip K. (Oct 18, 1962). "'If a Man Answers' Teams Dee, Darin: Young Marrieds Depicted; 'I Love Louisa' Up for Liz". Los Angeles Times. p. C17.
  10. ^ Hopper, Hedda (Oct 19, 1962). "Cara Is Gleason's New TV Teammate: Hedda Had a Hand in Pairing; She Introduced Them at Party". Los Angeles Times. p. D12.
  11. ^ "Forgotten Hollywood".
  12. ^ Richard L. Coe. (Dec 1, 1962). "Mighty Mite Is Thompson". The Washington Post, Times Herald. p. C8.
  13. ^ Scheuer, Philip K. (Jan 7, 1963). "Producer Settles Knottiest Problem: Kramer Soothes His Stars, Scores Diplomatic Victory". Los Angeles Times. p. C15.
  14. ^ Hopper, Hedda (Apr 15, 1963). "McQueen Will Star in 'I Love Louisa': He'll Appear With Shirley MacLaine in Mirisch Movie". Los Angeles Times. p. C12.
  15. ^ "Shirley MacLaine Gets Role". New York Times. 6 July 1963. p. 7.
  16. ^ HOWARD THOMPSON (July 7, 1963). "BY WAY OF REPORT: Apjac Agenda--Stage Play Due as Movie". New York Times. p. X5.
  17. ^ "PAST, FILLIES IN THE FUTURE". Los Angeles Times. Nov 24, 1963. p. b7.
  18. ^ Scheuer, Philip K (Sep 8, 1963). "GENE KELLY, 51, STILL HAS THAT STARDUST IN HIS EYES. TWINKLE IN HIS TOES". Los Angeles Times. p. d4.
  19. ^ p.377 Server, Lee Baby, I Don't Care 2002 St. Martin's Griffin
  20. ^ Hopper, Hedda (Sep 5, 1963). "Looking at Hollywood: Now--Psychiatrist Role for Cummings". Chicago Tribune. p. c4.
  21. ^ "Shirley MacLaine on her experience with What a Way to Go!". shirleymaclaine.com. Retrieved 2015-05-04.
  22. ^ Solomon, p. 229. See also "Big Rental Pictures of 1964", Variety, 6 January 1965, p. 39.
  23. ^ Silverman, Stephen M (1988). The Fox that got away : the last days of the Zanuck dynasty at Twentieth Century-Fox. L. Stuart. p. 323.
  24. ^ Simon, John (1967). Private Screenings. The MacMillan Company. p. 116-17.
  25. ^ "What a Way to Go!". Movies & TV Dept. The New York Times. Baseline & All Movie Guide. 2012. Archived from the original on 2012-10-18. Retrieved 2008-12-26.
  26. ^ "Awards for What a Way to Go!". IMDb. Retrieved 2013-05-05.

External linksEdit