OVER THE YEARS, UNDER THE LEADERSHIP OF LOUIS B. MAYER AND OTHERS, METRO-GOLDWYN-MAYER PRODUCED A SERIES OF MUSICAL FILMS WHOSE SUCCESS AND ARTISTIC MERIT REMAIN UNSURPASSED IN MOTION PICTURE HISTORY.
THERE WERE LITERALLY THOUSANDS OF PEOPLE … ARTISTS, CRAFTSMEN AND TECHNICIANS … WHO POURED THEIR TALENTS INTO THE CREATION OF THE GREAT MGM MUSICALS.
THIS FILM IS DEDICATED TO THEM.
— Dedication at the beginning of That’s Entertainment! (1974)
When That’s Entertainment! premiered on May 17, 1974, it was the surprise hit of the year. People flocked to see the incredible production numbers, watch the dazzling dancing, and hear the glorious singing – on the big screen for the first time in decades (outside of random arthouse screenings). For many it was a chance to relive the films of their youth, for many more it was an introduction to the world of the MGM Musical’s Golden Age that would (in many cases) change their lives.
The movie business of the 1960s had moved away from anything that looked or harkened back to the “old” Hollywood films and the studio system that created them. They were seen a artificial relics. The “new wave” of filmmakers strove for realism partly in their attempts to bring real life to the screen and partly in their quest to carve our their own singular style and legacy. Films created artificially “in-house” in the studios was passe. It all came to a head, so to speak, with the MGM auction in 1970. Incredible as it sounds now in our era of film preservation and appreciation, the studios literally threw away huge chunks of their legacies. Film fans and the stars and production staffs of the classic era were horrified and saddened at the shockingly cavalier treatment of iconic items and records. For every item auctioned there were untold items discarded. A tragic example: All of the scores from the MGM music department were thrown into landfill. The situation was so dire that enterprising local fans dove in dumpsters to retrieve treasures (some items would be auctioned off years later at incredible prices), attempting to preserve what they could of the history of Hollywood. As the saying goes, you don’t know what you have until you don’t have it anymore.
By 1974, the film nostalgia market was in its early years. A new generation that had grown up watching (and loving) classic films on TV were coming of age and beginning to collect memorabilia. It was morphing into an actual, lucrative market. That’s Entertainment! came along at the right time. It tapped into and almost single handedly legitimized the nostalgia market. Appreciation for the artistry of classic films began anew. Audiences young and old couldn’t get enough info and collectibles from an era that even in 1974 seemed like a mythical Camelot hidden in the mists of time. Ini September 1973, and a mere eight months before the premiere of That’s Entertainment!, the MGM Records label repackaged its classic-era soundtracks in a series of six 2-record sets titled “Those Glorious MGM Musicals.” The series was so popular that six more 2-record sets were released in February of 1974. It seemed as though the public finally realized what classic film fans had always known: the classic era wasn’t so old fashioned after all. It was a golden era of brilliant filmmaking that would never happen again and in many instances would never be surpassed. The classic era became Legit with a capital “L.”
That’s Entertainment! was such a hit that a sequel was immediately put into production. That’s Entertainment, Part 2 was released in 1976. For the sequel, the spotlight was put on clips from famous MGM comedy and dramatic films as well as musicals. It wasn’t as as big a hit as the first one but it was (and is) still enjoyable and most of the critics liked it. If anything, it proved that there were more magical moments in MGM musicals than could be contained in just one film.
Eighteen years later a third installment was released, That’s Entertainment! III, which was more well received than the 1976 sequel and featured many previously unreleased outtakes and rare footage. It was a fitting final act for the series that began as an idea for a simple TV special. The 1985 film, That’s Dancing!, while similar in format, is a kind of cousin to the series. It focuses solely on dance on film and includes clips from many non-MGM films. It’s not included here because it’s not a part of the That’s Entertainment! canon.
For Judy Garland’s legacy, That’s Entertainment! introduced audiences to her film performances, cementing her status as the greatest female movie musical star of the golden era. It had been just five years since her untimely death. The negative headlines and seemingly endless tabloid tragedies and comebacks that dominated her final years had begun to fade. People began to recognize and appreciate her for incredible versatility and talent and not as a victim of those tabloid dramas . The first comprehensive biography about her, simply titled “Judy”, by author Gerold Frank, was in the works and was making news. It was published in 1975 and became a bestseller. It’s still one of the best biographies about Garland ever published. Between the two, and reissues of her films in theaters and on TV, Judy Garland’s film legacy was secured and she has become a truly timeless Hollywood legend.
Beginning Our Next 50 Years…
That’s Entertainment! was the brainchild of writer-director-producer Jack Haley, Jr. (son of the Tin Man in The Wizard of Oz, Jack Haley). It had originally been planned as a TV special to celebrate the 50th anniversary of MGM, following the Emmy-winning success of the studio’s one-hour TV documentary “The Dream Factory.” However, due to the high quality of the clips Executive Producer Daniel Melnick suggested that they take a chance and release it as a feature film. That makes sense. What better way to celebrate the glory of the MGM Musicals than in the format they were originally intended, on the big screen. The gamble paid off, making it the biggest moneymaker of the year for distributor United Artists, and a surprise hit with moviegoers and critics alike.
Gene Kelly was the first star who agreed to appear in the film and reminisce about his time as a big star at MGM. His involvement and encouragement prompted other big stars of MGM films to also appear.
The guest stars were, in order of appearance: Frank Sinatra (as emcee), Elizabeth Taylor, Peter Lawford, James Stewart, Mickey Rooney, Gene Kelly, Donald O’Connor, Debbie Reynolds, Fred Astaire, Liza Minnelli, Bing Crosby.
The premiere was a gala event with a “who’s who” of old and new Hollywood attending. The post-premiere party was a once-in-a-lifetime gathering highlighted by Fred Astaire and Ginger Rogers dancing together again, on the dance floor, Liza Minnelli belting out songs, and a photo-op of all the stars on stage together.
The film marks a sad passing in Hollywood history. Not long after the stars filmed their sequences on MGM’s famous backlot, it was torn down and turned into just another section of Los Angeles with apartment buildings, freeway, etc. Some of the scenes shot were the very last ever filmed in those sections of the backlot.
That’s Entertainment! was such a surprise hit that it received the honor of being spoofed in Mad Magazine’s June 1975 issue, compete with clever satirical lyrics!
Overture – The MGM Studio Orchestra
Singin’ in the Rain – Prologue Medley:
That’s Entertainment! – The MGM Studio Orchestra
The Broadway Melody – Charles King (The Broadway Melody – 1929)
Rosalie – Chorus, dancing by Eleanor Powell (Rosalie – 1937)
Indian Love Call – Nelson Eddy & Jeanette MacDonald (Rose-Marie – 1936)
A Pretty Girl Is Like a Melody – Allan Jones (for Dennis Morgan) (The Great Ziegfeld – 1936)
Begin the Beguine – dancing by Fred Astaire & Eleanor Powell (Broadway Melody of 1940 – 1940)
The Song’s Gotta Come from the Heart – Frank Sinatra & Jimmy Durante (It Happened in Brooklyn – 1947)
The Melody of Spring – Elizabeth Taylor (Cynthia – 1947)
Honeysuckle Rose – Lena Horne (Thousands Cheer – 1943)
Take Me Out to the Ball Game – Gene Kelly & Frank Sinatra (Take Me Out to the Ball Game – 1949)
Thou Swell – June Allyson with Pete Roberts & Eugene Cox (for Ramon Blackburn & Royce Blackburn) (Words and Music – 1948)
The Varsity Drag – MGM Studio Chorus (Dancing by June Allyson, Peter Lawford, and cast) (Good News – 1947)
Clips and excerpt from Ceremonial Dance from On An Island With You (1948)
Aba Daba Honeymoon – Debbie Reynolds & Carleton Carpenter (Two Weeks with Love – 1950)
It’s a Most Unusual Day – Jean McLaren (for by Elizabeth Taylor), Jane Powell with Wallace Beery, Scotty Beckett, George Cleveland, Leon Ames, Carmen Miranda, Selena Royle, Robert Stack, Elizabeth Taylor, and Jerry Hunter, featuring the Xavier Cugat Orchestra (A Date with Judy – 1948)
On the Atchison, Topeka and the Santa Fe – Judy Garland & the MGM Studio Chorus (The Harvey Girls – 1946)
Clip of stars at MGM commissary from Show People (1928) including: Renee Adoree, Douglas Fairbanks, John Gilbert, William S. Hart, Mae Murray, Louella Parsons, and Norma Talmadge
It Must Be You – Robert Montgomery (Free and Easy – 1930)
Got a Feelin’ for You – Joan Crawford & Chorus (introduced by Conrad Nagel) (The Hollywood Revue of 1929 – 1929)
Reckless – Virginia Verrill (for Jean Harlow) (Reckless – 1935)
Did I Remember – Virginia Verrill (for Jean Harlow) & Cary Grant (Suzy – 1936)
Easy to Love – Marjorie Lane (for Eleanor Powell) & James Stewart (Born to Dance – 1936)
Puttin’ on the Ritz – Clark Gable & Ensemble (Idiot’s Delight – 1939)
Dear Mr. Gable (You Made Me Love You) – Judy Garland (Broadway Melody of 1938 – 1937)
Clip of Mickey Rooney tap dance from Broadway to Hollywood (1933)
Dialogue clips from Mickey Rooney/Judy Garland films: Love Finds Andy Hardy (1938); Babes on Broadway (1942 (with Virginia Wielder); Girl Crazy (1943) (with Guy Kibbee, Nancy Walker); Babes in Arms (1939) (with June Preisser, Rand Brooks); Babes on Broadway (1942); Strike Up The Band (1940); Babes on Broadway (1942); Girl Crazy (1943); Babes in Arms (1939)
Mickey Rooney/Judy Garland Medley:
The Babbitt and the Bromide – dancing by Gene Kelly & Fred Astaire (Ziegfeld Follies – 1946)
They Can’t Take That Away from Me – dancing by Fred Astaire & Ginger Rogers; sung by Fred Astaire (The Barkleys of Broadway – 1949)
Heigh-Ho the Gang’s All Here – Fred Astaire & Joan Crawford (Dancing Lady – 1933)
I Guess I’ll Have to Change My Plan – Fred Astaire & Jack Buchanan (The Band Wagon – 1953)
Sunday Jumps – dancing by Fred Astaire (Royal Wedding – 1951)
Shoes With Wings On – dancing by Fred Astaire (The Barkleys of Broadway – 1949)
You’re All the World to Me – dancing by Fred Astaire (Royal Wedding – 1951)
Dancing in the Dark – dancing by Fred Astaire & Cyd Charisse (The Band Wagon – 1953)
Esther Williams Montage:
I Wanna Be Loved by You – Helen Kane (for Debbie Reynolds) & Carleton Carpenter (Three Little Words – 1950)
Clip from 1949 short featuring MGM’s 25th Anniversary luncheon.
I Gotta Hear That Beat – Ann Miller (Small Town Girl – 1953)
Be My Love – Kathryn Grayson & Mario Lanza (The Toast of New Orleans – 1950)
Make ‘Em Laugh – Donald O’Connor (Singin’ in the Rain – 1952)
Show Boat Medley (Show Boat – 1951):
By Myself – Fred Astaire (The Band Wagon – 1953)
Be a Clown – dancing by Gene Kelly & The Nicholas Brothers (The Pirate – 1948)
The Children’s Dance – Gene Kelly (Living in a Big Way – 1947)
The Pirate Ballet – Gene Kelly (The Pirate – 1948)
La Cumparsita – Gene Kelly (Anchors Aweigh – 1945)
New York, New York – Gene Kelly, Frank Sinatra, & Jules Munshin (On the Town – 1949)
The Worry Song – dancing by Gene Kelly & Jerry Mouse; sung by Gene Kelly & Sara Berner (Anchors Aweigh – 1945)
Broadway Melody Ballet excerpt – Gene Kelly & Ensemble (Singin’ in the Rain – 1952)
In the Good Old Summertime – MGM Studio Chorus (In the Good Old Summertime – 1949)
La Cucaracha – The Garland Sisters (La Fiesta de Santa Barbara – 1935)
Waltz with a Swing & Americana – Judy Garland & Deanna Durbin (Every Sunday – 1936)
Your Broadway and My Broadway – dancing Judy Garland, Buddy Ebsen (Broadway Melody of 1938 – 1937)
Wizard Of Oz Medley (The Wizard of Oz – 1939):
But Not for Me – Judy Garland (Girl Crazy – 1943)
The Trolley Song, Under The Bamboo Tree, & The Boy Next Door – Judy Garland, Margaret O’Brien (Meet Me In St. Louis – 1944)
Get Happy – Judy Garland (Summer Stock – 1950)
Going Hollywood – Bing Crosby (Going Hollywood – 1933)
Well, Did You Evah? – Bing Crosby & Frank Sinatra (High Society – 1956)
True Love – Bing Crosby & Grace Kelly (High Society – 1956)
Hallelujah! – Kay Armen, Ann Miller, Jane Powell, Debbie Reynolds, Vic Damone, Russ Tamblyn, Tony Martin, & Chorus (Hit the Deck – 1955)
Barn Raising (Bless Your Beautiful Hide) – MGM Studio Orchestra (Seven Brides for Seven Brothers – 1954)
Gigi – Louis Jourdan (Gigi – 1958)
Thank Heaven for Little Girls – Maurice Chevalier (Gigi – 1958)
An American in Paris Ballet excerpt – dancing by Gene Kelly, Leslie Caron, and Ensemble (An American in Paris – 1951)
Studio: Metro-Goldwyn-Mayer (released by United Artists)
Starring: Fred Astaire, Bing Crosby, Gene Kelly, Peter Lawford, Liza Minnelli, Donald O’Connor, Debbie Reynolds, Frank Sinatra, James Stewart, Elizabeth Taylor
Directed by: Jack Haley, Jr.
Produced by: Jack Haley, Jr.
Written by: Jack Haley, Jr.
Executive Producer: Daniel Melnick
Additional Music Adapted by: Henry Mancini
Cinematography: Russell Metty
Editing: Bud Friedgen, A.C.E.
Co-Film Editor: David E. Blewitt, A.C.E.
Assistant Film Editors: Ana Luisa Corley Perez, Todd C. Ramsay, Ramon G. Caballero, Abe Lincoln, Jr.
Apprentice Film Editors: Michael J. Sheridan, George Y. Nakama
MGM Head Film Librarian: Mort Feinstein
Musical Supervision: Jesse Kaye
Additional Music Edited by: William Saracino
Sound Re-Recording Mixers: Hal Watkins, C.A.S., Aaron Rochin, C.A.S., Lyle Burbridge, C.A.S., Harry W. Tetrick, C.A.S., William L. McCaughey, C.A.S.
Film Processing by: MGM Laboratories, Inc.
Optical Supervision: Robert Hoag, A.S.C., Jim Liles
Color by: Metrocolor
Additional Photography by: Gene Polito; Ernest Laszlo, A.S.C.; Russell Metty, A.S.C.; Ennio Guarnieri, A.I.C.; Allan Green
Unit Production Managers: Wally Samson, William Poole
Assistant Directors: Richard Bremerkamp, David Silver, Claude Binyon, Jr.
Made in Hollywood, U.S.A.
Production Cost: $975,000
Running Time: 134 minutes
Release Date: May 17, 1974 (Los Angeles); May 23, 1974 (New York)
Initial Box Office: $40 million
Originally titled That’s Entertainment, Too!, this sequel to the 1974 hit took a different tone by adding themed sequences that focused on the comedy and dramatic films of MGM in addition to the musicals. The big difference, and biggest plus, was the addition of Fred Astaire and Gene Kelly as co-hosts for the entire film which gave them a chance to dance together on film for the second and last time. Their first time on screen together had been in MGM’s Ziegfeld Follies of 1946 in which they performed “The Babbit and the Bromide” (featured in the original That’s Entertainment!). The two performed several short numbers to the tune of “That’s Entertainment!” and “Be A Clown” that served as introductions to some of the themed segments.
The production crew for this sequel was different than it was for the original, with the addition Gene Kelly as the director of the new segments. It was the last film he directed. The film was also the final time that Fred Astaire danced in a movie.
That’s Entertainment, Part 2 was featured at New York’s Lincoln Center’s tribute to Astaire and Kelly as well as an entry in that year’s Cannes Film Festival, attended by several of MGM’s golden-age stars.
Missing from the first film were Irving Berlin numbers, including performances from Easter Parade (1948) and Annie Get Your Gun (1950), due to issues with Berlin who was still very much alive at the time. This was remedied and thus That’s Entertainment, Part 2 featured performances from both film.
Of note is the fact that the “Main Title” sequence which was designed by legendary Hollywood graphic designer Saul Bass.
Overture – The MGM Studio Orchestra
Main Title – The MGM Studio Orchestra
That’s Entertainment! – Fred Astaire, Nanette Fabray, Oscar Levant, and Jack Buchanan (The Band Wagon 1953), segues into new intro by Astaire and Gene Kelly
For Me and My Gal – Judy Garland & Gene Kelly (For Me and My Gal – 1942)
Fascinatin’ Rhythm – dance by Eleanor Powell (Lady Be Good – 1941)
I Got a Feelin’ You’re Foolin’ – Robert Taylor & June Knight (Broadway Melody of 1936 – 1935)
La Chica Chaca – dance by Greta Garbo (Two-Faced Woman – 1941)
I Wanna Be a Dancin’ Man – Fred Astaire The Belle of New York – 1952)
Hi-Lili, Hi-Lo – Leslie Caron & Mel Ferrer (Lili – 1953)
Be a Clown – Gene Kelly & Judy Garland (The Pirate – 1948)
Be a Clown (special material) – Fred Astaire
The Marx Brothers, Allan Jones & Margaret Dumont in the Stateroom Scene from A Day at The Races (1937)
From This Moment On – Tommy Rall, Ann Miller, Bob Fosse, Bobby Van, Carol Haney & Jeanne Coyne (Kiss Me Kate – 1953)
All of You – Fred Astaire & Cyd Charisse (Silk Stockings – 1957)
The Lady Is a Tramp – Lena Horne (Words and Music – 1948)
Smoke Gets in Your Eyes – Kathryn Grayson, dance by Marge Champion, & Gower Champion (Lovely to Look At – 1952)
Easter Parade – Judy Garland & Fred Astaire (Easter Parade – 1948)
Color Change (That’s Entertainment! special material) – Gene Kelly
Temptation – Bing Crosby (Going Hollywood – 1933)
Zing! Went the Strings of My Heart – Judy Garland (Listen, Darling – 1938)
Taking a Chance on Love – Ethel Waters (Cabin in the Sky – 1943)
Swingin’ the Jinx Away – dance by Eleanor Powell (Born to Dance – 1936)
Stout Hearted Men & Lover, Come Back to Me – Nelson Eddy & Jeanette MacDonald (New Moon – 1940)
Inka Dinka Doo – Jimmy Durante (Two Girls and a Sailor – 1944)
I Got Rhythm – Judy Garland, Mickey Rooney, Tommy Dorsey & His Orchestra (Girl Crazy – 1943)
Be A Clown (special material) – Gene Kelly
Slapstick Comedy Sequence featuring scenes from:
The Wedding of the Painted Doll – Arthur Freed, Nacio Herb Brown, and Ensemble (introduced by Jack Benny) (The Songwriters Revue – 1930) and (The Broadway Melody – 1929)
New scene of Sammy Cahn at the piano.
Lady be Good – Ann Sothern & Robert Young (Lady Be Good – 1941)
Dramatic scene from Broadway Serenade (1939) of Al Shean convincing Lew Ayres to write “For Every Lonely Heart” for Jeanette MacDonald.
For Every Lonely Heart – Jeanette MacDonald (Broadway Serenade – 1939)
Manhattan – Mickey Rooney (Words and Music – 1948)
Three Little Words – Fred Astaire & Red Skelton (Three Little Words – 1950)
Tales from the Vienna Woods – Fernand Gravet & Miliza Korjus (The Great Waltz – 1938)
That’s Entertainment! (special material) aka Shubert Alley – Fred Astaire & Gene Kelly
Good Morning – Gene Kelly, Donald O’Connor, & Debbie Reynolds (Singin’ in the Rain – 1952)
Triplets – Fred Astaire, Nanette Fabray, & Jack Buchanan (The Band Wagon – 1953)
Have Yourself A Merry Little Christmas – Judy Garland (Meet Me in St. Louis – 1944)
Steppin’ Out with My Baby – Fred Astaire (Easter Parade – 1948)
Ten Cents a Dance – Doris Day (Love Me or Leave Me – 1955)
I Got Rhythm – Gene Kelly (An American in Paris – 1951)
(Love Is) The Tender Trap – Frank Sinatra (The Tender Trap – 1955)
I’ll Walk Alone – Frank Sinatra at the Paramount Theater ca. 1944
Ol’ Man River – Frank Sinatra (Till the Clouds Roll By – 1946)
I Fall in Love Too Easily – Frank Sinatra (Anchors Aweigh – 1945)
I Believe – Frank Sinatra (It Happened in Brooklyn – 1947)
You’re Sensational – Frank Sinatra (High Society – 1956)
I Begged Her – Frank Sinatra & Gene Kelly (Anchors Aweigh – 1945)
Ol’ Man River (reprise) – Frank Sinatra (Till the Clouds Roll By – 1946)
Be A Clown (special material) – Fred Astaire & Gene Kelly
Dramatic scenes from films:
Clips from James A. FitzPatrick’s Traveltalks shorts:
Dramatic scenes from films:
Montage of Paris Landmarks (An American in Paris – 1951)
Maxim’s & Girls Girls Girls – Maurice Chevalier (The Merry Widow – 1934)
New scene of Gene Kelly in front of the Arc De Triomphe
The Last Time I Saw Paris – Dinah Shore (Till the Clouds Roll By – 1946)
Our Love Is Here to Stay – danced by Gene Kelly & Leslie Caron (An American in Paris – 1951)
New scene of Gene Kelly in front of the Folies Bergere
I’ll Build a Stairway to Paradise – Georges Guétary (An American in Paris – 1951)
New scene of Gene Kelly skating at the Place Du Trocadero
New scene of Gene Kelly walking among the paintings of Montmartre
Can-Can – dance by Gwen Verdon, Ellen Ray & Ensemble (The Merry Widow – 1952)
New scene of Gene Kelly at Versailles
The Merry Widow Waltz – Ensemble (The Merry Widow – 1934)
Cartoon Sequence (That’s Entertainment! special material) – Fred Astaire & Gene Kelly
Sinbad the Sailor excerpt – dance by Gene Kelly (Invitation to the Dance – 1956)
Now You Has Jazz – Bing Crosby & Louis Armstrong (High Society – 1956)
A Couple of Swells – Judy Garland & Fred Astaire (Easter Parade – 1948)
Take Me to Broadway – Bobby Van (Small Town Girl – 1953)
Broadway Rhythm – Gene Kelly, dance by Gene Kelly & Cyd Charisse, (Singin’ in the Rain – 1952)
There’s No Business Like Show Business – Betty Hutton, Howard Keel, Louis Calhern, & Keenan Wynn (Annie Get Your Gun – 1950)
New scene (non-musical) of Gene Kelly with photos of Spencer Tracy & Katherine Hepburn
Scenes from Spencer Tracy & Katherine Hepburn films:
I Like Myself – Gene Kelly (It’s Always Fair Weather – 1955)
I Remember It Well – Maurice Chevalier & Hermione Gingold (Gigi – 1958)
Bouncin’ the Blues – dance by Fred Astaire and Ginger Rogers (The Barkleys of Broadway – 1949)
Cypress Gardens Water Spectacular – featuring Esther Williams (Easy to Love – 1953)
Finale (That’s Entertainment!) – Fred Astaire & Gene Kelly (specialty material); Jack Buchanan, India Adams (for Cyd Charisse), Oscar Levant, & The MGM Studio Chorus (from The Band Wagon – 1953)
End Credits – The MGM Studio Orchestra
◊ ◊ ◊ ◊ ◊ ◊ ◊ ◊ ◊ ◊ ◊
The following musical numbers were in the original cut of the film prior to release. The first two listed below were included in early promotional listings of the song lineup that were publicized before the film premiered. The first two were also included in the early prints shown at the New York and Los Angeles premieres but deleted prior to the general release of the film.
Lonesome Polecat – Matt Mattox & Ensemble (Seven Brides for Seven Brothers – 1954)
Concerto in F – Oscar Levant (at piano) (An American in Paris – 1951)
Drum Crazy – Fred Astaire (Easter Parade – 1948)
You Stepped Out Of A Dream – Tony Martin (Ziegfeld Girl – 1941)
Moses Supposes – Gene Kelly & Donald O’Connor (Singin’ in the Rain – 1952)
The Stanley Steamer – Mickey Rooney, Gloria DeHaven, Agnes Moorehead, Walter Huston, Denny Wilson, and Jackie “Butch” Jenkins (Summer Holiday – 1948). This number has the distinction of being the only number planned for, then deleted from, both That’s Entertainment! and That’s Entertainment, Part Two. In the former, a publicity photo of the number was sent out in press kits while in the latter it was seen as one of the song titles in the “Shubert Alley” interstitial newly created for the film. The ultimately deleted “Concerto in F” and “Moses Supposes” are also featured.
Here is the preview program, which lists several numbers that would be cut from the final release print. Shared by Hisato M. Thank you, Hisato!
Here is the rare scene index document that lists every single clip used in the film, plus its source film. Shared by Hisato M. Thank you, Hisato!
Studio: Metro-Goldwyn-Mayer (released by United Artists)
Starring: Fred Astaire & Gene Kelly
New Sequences Directed by: Gene Kelly
Produced by: Saul Chaplin & Daniel Melnick
Narration Written by: Leonard Gershe
Director of Photography: George Folsey, A.S.C.
Film Editors: Bud Friedgen, A.C.E., and David Blewitt, A.C.E.
Contributing Film Editors: David Bretherton, A.C.E., Peter C. Johnson, A.C.E.
Assistant Film Editors: Michael J. Sheridan, Anna Luisa Perez, Ramon G. Caballero, Dennis Lee Galling
Main Credit Titles by: Saul Bass
Music Arranged and Conducted by: Nelson Riddle
Special Lyrics: Howard Dietz and Saul Chaplin
Production Design: John De Cuir
Special Appearance: Sammy Cahn
Animation: Hanna-Barbera Productions
Camera and Lenses by: Panavision
Production Manager: Maurice Vaccarino
Assistant Director: William R. Poole
Wardrobe for Mr. Astaire and Mr. Kelly: Filipo
Makeup: Charles Schram, John Inzerella
Sound: Bill Edmondson
Script Supervisor: Dorothy Aldrin
Property Master: Anthony Bavero
Music Editor: William Saracino
Music Supervisor: Harry V. Lojewski
Sound Re-Recording Mixers: Hal Watkins, C.A.S., Aaron Rochin, C.A.S.
Film Processing: MGM Laboratories, Inc.
Optical Supervision: Jim Liles
Running Time: 126 minutes
Release Date: May 16, 1976
Coming 18 years after the previous installment, That’s Entertainment! III was well worth the wait and was no mere scraping the bottom of the barrel, either. The film is filled with endless delights including several previously unreleased outtakes and rarities. The highlight of the outtakes was the theatrical premiere of Judy’s “Mr. Monotony” from Easter Parade (1948) (a different edit of the number first appeared on the home media laserdisc release of the film in 1992), and the cut numbers, newly restored, from Judy’s short time on Annie Get Your Gun in 1949. That footage had previously been released on poorly executed bootleg videos with muddy images and muddled sound.
Other outtake highlights include the extensive “March of the Doagies” from The Harvey Girls (1946) and Lena Horne’s glorious “Ain’t It The Truth” from Cabin in the Sky (1943). Horne hosted one of the segments, which was her return to the studio after several decades. Legendary MGM hairdresser Sidney Guilaroff, who was Horne’s hair stylist during her time at MGM, returned specifically to work with her again.
The format of the film was the same as the first installment in that it focused solely on musical numbers. It was also hosted, as was the first one, by a succession of stars from the era returning to the MGM lot once again, with Gene Kelly as the emcee who opened and closed the film as well as hosting the first segment. It was his final on-screen appearance.
The directors and co-producers, Bud Friedgen & Michael J. Sheridan, had been the editors of the first film. They had always wanted to find a way to present the rare and outtake footage to audiences. They were originally told “no” when they wanted to present the material in the 1970s but that was prior to the home media market that created even more interest in classic musicals and what was left on the cutting room floor. Thanks to home media we have this film as well as many other outtakes on various video, laserdisc, DVD, Blu-ray, and 4K releases.
That’s Entertainment! III had a gala premiere and a limited release. That didn’t hamper the good reviews it received nor the immediate love of the film from hardcore MGM Musical fans and aficionados as well as the general public. It’s the perfect final act of the series.
* indicates the number was not in the theatrical release but added to the home video “Director’s Cut” when released on video/laser in 1994.
Here’s to the Girls – Fred Astaire (Ziegfeld Follies – 1946)
Overture – The Hollywood Bowl Orchestra
My Pet – The Five Locust Sisters (The Five Locust Sisters – 1928)
Singin’ in the Rain”(finale) – Cliff Edwards and Chorus (including stars George K. Arthur, Joan Crawford, Marion Davies, Buster Keaton, Marie Dressler, Jack Benny, & Polly Moran) (The Hollywood Revue of 1929 – 1929)
Clips of numbers from the unfinished The March of Time (1930) during Gene Kelly voice over narration.
The Lock Step – The Dodge Twins (The March of Time – Unfinished – 1930)
Clean as a Whistle – MGM Studio Orchestra and Chorus (Meet the Baron – 1933)
Clip from Hearst Metrotone News short featuring the head of the Production Code Board, Joseph I. Breen.
* Ah, Sweet Mystery of Life – Jeanette MacDonald & Nelson Eddy (Naughty Marietta – 1935)
Hollywood Party & Feelin’ High – Frances Williams & MGM Studio Chorus (Hollywood Party – 1934)
(included clips from films featuring Greta Garbo, Clark Gable, Jean Harlow, Laurel & Hardy, and Robert Young)
Finale Medley (excerpt) (includes Follow in My Footsteps/Broadway Rhythm/Your Broadway and My Broadway/You Are My Lucky Star/Got A Pair of New Shoes) – Buddy Ebsen, George Murphy, danced by Eleanor Powell (Broadway Melody of 1938 – 1937)
Fascinating Rhythm – danced by Eleanor Powell (Lady Be Good – 1941)
Good Morning & Finale excerpt (Good Morning & God’s Country) – Mickey Rooney & Judy Garland with Douglas McPhail & June Preisser) (Babes in Arms – 1939)
Ten Percent Off – Jimmy Durante & Esther Williams (This Time for Keeps – 1947)
Montage of clips from Esther Williams movies including: Bathing Beauty (1944), Jupiter’s Darling (1955), I Got Out Of Bed On The Right Side (Tom & Jerry cartoon sequence) from Dangerous When Wet (1953), and Texas Carnival (1951).
Cleopatterer – June Allyson (Till the Clouds Roll By – 1946)
The Three B’s – June Allyson, Nancy Walker & Gloria DeHaven (Best Foot Forward – 1943)
Waltz Serenade – Kathryn Grayson (Anchors Aweigh – 1945)
Shakin’ the Blues Away – Ann Miller (Easter Parade – 1948)
Pass That Peace Pipe – Joan McCracken & Ray McDonald (Good News – 1947)
Solid Potato Salad & Manhattan Serenade – The Ross Sisters (Broadway Rhythm – 1944)
On The Town”– Gene Kelly, Frank Sinatra, Ann Miller, Vera-Ellen, Betty Garrett & Jules Munshin (On the Town – 1949)
Baby, You Knock Me Out – Cyd Charisse (It’s Always Fair Weather – 1955)
Ballin’ the Jack – Judy Garland & Gene Kelly (For Me and My Gal – 1942)
Newspaper Dance (You Wonderful You) – danced by Gene Kelly (Summer Stock – 1950)
Slaughter on Tenth Avenue – danced by Gene Kelly & Vera-Ellen (Words and Music – 1948)
An American in Paris Ballet excerpt – dance by Gene Kelly & Leslie Caron (An American in Paris – 1951)
Fit as a Fiddle – Gene Kelly & Donald O’Connor (Singin’ in the Rain – 1952)
The Heather on the Hill – danced by Gene Kelly & Cyd Charisse (Brigadoon – 1954)
You Are My Lucky Star (outtake) – Debbie Reynolds (Singin’ in the Rain – 1952)
Montage of MGM’s female stars, accompanied by audio excerpt of You Stepped Out Of A Dream from Ziegfeld Girl (1941) segue to: film performance of You Stepped Out of a Dream – vocal by Tony Martin (Ziegfeld Girl – 1941)
A Lady Loves (film version & outtake) – Debbie Reynolds (I Love Melvin – 1953)
Thanks a Lot But No Thanks – Dolores Gray (It’s Always Fair Weather – 1955)
Two-Faced Woman – Joan Crawford (dubbed by India Adams) (Torch Song – 1953)
Two-Faced Woman (outtake) – Cyd Charisse (dubbed by India Adams) (The Band Wagon – 1953)
Dance of Fury – danced by Ricardo Montalbán, Cyd Charisse & Ann Miller (The Kissing Bandit – 1949)
* Jungle Rhumba & Jungle Fantasy – Xavier Cugat & His Orchestra (Neptune’s Daughter – 1949)
Baião (Ca-Room’ Pa Pa) – Carmen Miranda and chorus (Nancy Goes to Rio – 1950)
Mama Yo Quiero – Mickey Rooney (Babes on Broadway – 1941)
Where or When – Lena Horne (Words and Music – 1948)
Just One of Those Things”– Lena Horne (Panama Hattie – 1942)
Ain’t it the Truth (outtake) – Lena Horne (Cabin in the Sky – 1943)
Cotton Blossom”– MGM Studio Chorus (Till The Clouds Roll By – 1946)
Can’t Help Lovin’ Dat Man – Ava Gardner (Show Boat – 1951)
Can’t Help Lovin’ Dat Man – Lena Horne (Till the Clouds Roll By – 1946)
I’m an Indian Too (outtake) – Judy Garland (Annie Get Your Gun – 1950)
* Doin’ What Comes Natur’lly (outtake) – Judy Garland (Annie Get Your Gun – 1950)
I Wish I Were in Love Again – Judy Garland & Mickey Rooney (Words and Music – 1948)
Swing Mr. Mendelssohn – Judy Garland (Everybody Sing – 1938)
In Between – Judy Garland (Love Finds Andy Hardy – 1938)
Follow the Yellow Brick Road & You’re Off to See the Wizard – Judy Garland and The Munchkins (the MGM Studio Chorus) (The Wizard of Oz – 1939)
Over the Rainbow – Judy Garland (The Wizard of Oz – 1939)
How About You? – Judy Garland & Mickey Rooney (Babes on Broadway – 1941)
* Minnie from Trinidad – Judy Garland (Ziegfeld Girl – 1941)
Who? – Judy Garland (Till the Clouds Roll By – 1946)
March of the Doagies – Judy Garland, Ray Bolger, Cyd Charisse, Marjorie Main & the MGM Studio Chorus (The Harvey Girls – 1946)
Get Happy excerpt – Judy Garland (Summer Stock – 1950)
Mr. Monotony (outtake) – Judy Garland (Easter Parade – 1948)
It Only Happens When I Dance with You – Fred Astaire & Ann Miller (Easter Parade – 1948)
Clip from Dancing Lady (1933) featuring Clark Gable, Joan Crawford, & Fred Astaire
Italian Cafe Routine – danced by Fred Astaire & Eleanor Powell (Broadway Melody of 1940 – 1940)
* Coffee Time – danced by Fred Astaire & Lucille Bremer (Yolanda and the Thief – 1947)
Drum Crazy – Fred Astaire (Easter Parade – 1948)
The Girl Hunt Ballet excerpt – danced by Fred Astaire & Cyd Charisse (The Band Wagon – 1953)
Swing Trot – danced by Fred Astaire & Ginger Rogers (The Barkleys of Broadway – 1949)
I Wanna be a Dancin’ Man (film version & outtake) – Fred Astaire (The Belle of New York – 1952)
Anything You Can Do – Betty Hutton & Howard Keel (Annie Get Your Gun – 1950)
Stereophonic Sound – Fred Astaire & Janis Paige (Silk Stockings – 1957)
Shakin’ the Blues Away – Doris Day (Love Me or Leave Me – 1956)
Jailhouse Rock”– Elvis Presley (Jailhouse Rock – 1957)
Gigi – Louis Jourdan (Gigi – 1958)
That’s Entertainment! – Fred Astaire, Cyd Charisse, Nanette Fabray, Oscar Levant, & Jack Buchanan (The Band Wagon – 1953)
End Titles – The Hollywood Bowl Orchestral
Starring: Gene Kelly (emcee & host), with hosting provided by June Allyson, Cyd Charisse, Lena Horne, Howard Keel, Ann Miller, Debbie Reynolds, Mickey Rooney, and Esther Williams. Kelly is the only star to have appeared in all three installments. Reynolds and Rooney both hosted segments in the first installment.
Directed by: Bud Friedgen & Michael J. Sheridan
Produced by: Bud Friedgen, Michael J. Sheridan
Executive Producer: Peter Fitzgerald
Written by: Bud Friedgen & Michael J. Sheridan
Additional Music Arranged by: Marc Shaiman
Unit Production Manager/First Assistant Director: Ric Rondell
Second Assistant Director: Dan Silverberg
Edited by: Bud Friedgen, A.C.E. & Michael J. Sheridan, A.C.E.
Assistant Film Editors: Keith M. Sheridan, Sondra Davis
Music Supervision: Marilee Bradford
Film Restoration: Cinetech
Sound Restoration and Re-Recording by: Chace Productions
Digital Audio Restoration Engineering: Reid W. Caulfield, James G. Crawford, Barry Goldberg, Richard B. Larimore, Robert “Rocky” Reiger, James B. Young
Re-Recording Mixer: Tom Long
Print Mastered at: Todd-AO/Glen Glenn Studios
Print Master Mixer: Andy Nelson
Additional Sound Editing by: Echo Film Services, Inc.
Supervising Sound Effects Editor: Bill Bell
Assistant to Mr. Friedgen and Mr. Sheridan: Marlene Hubbard
Production Coordinator: Bradley Flanagan
Production Accountant: Teresa Lewis
Beginning Narrator: Granville Van Dusen
Additional Photography by: Howard A. Anderson, III
Additional Music Performed by: John Mauceri and The Hollywood Bowl Orchestra courtesy of Phillips Classics Productions
Additional Music Arrangements Recorded and Mixed by: Joel Moss
Orchestrations: Jeff Atmajian, Larry Blank, Hummie Mann
Music Contractor: Ken Watson
Music Recordist: Hummie Mann
Synthesizer Programming: Nick Vidar
Camera Operator: Andy Martinez
First Assistant Camera: Vern Nobles
Video Assist Technicians: Scott Crabbe, David George
Production Sound Recorders: Dave Kelson, Bill Teague
Boom Operators: Randy Johnson, Jeff Porrello
Tele-prompter Technicians: Jim France, Kathy Andreasen
Wardrobe Supervisor: Pasquale Spezzano
Key Make-up Artists: Dee Mansano
Key Hair Stylist: Marsha Lewis
Styling for Ms. Charisse: Scott Hamilton, Julus Benson
Styling for Ms. Horne: Sydney Guilaroff, Jim Echert
Styling for Mr. Kelly: Harry Blake
Styling for Ms. Reynolds: Kelly Muldoon
Key Grip: Jack Palinkos
Best Boy Grip: Bob Brown
Chief Lighting Technician: Mark Abbott
Best Boy Electric: Joe Terranova
Driver: Jack Edgerton
Transportation: Don Tardino
Craft Service: Ted Yonenaka
Caterers: Michaelson’s Catering, Martin & White
Music Recording at: Sony Studios, Culver City, California
Music Mixed at: Andora Studios, Hollywood
Titles and Opticals by: Howard A. Anderson Co.
Optical Effects Supervisor: Gary Crandall
Title Design by: Charles McDonald
Motion Control Camera: Stanley Miller
Optical Line-up: Michael L. Griffin, Bernard Joseph Reilly
Optical Color Timer: Ron Lambert
Negative Cutter: Mary Nelson Duerrstein
Color Timer: Stephen R. Sheridan
FOR TURNER ENTERTAINMENT CO.
Film Restoration Supervisor: Richard P. May
Music and Sound Archivist: Scott Perry
Film Restoration Coordinator: Lydia Avalos
Archival Editorial Services: George Nakama, Sam Moore, John McCormack
Executive for Turner Entertainment Co.: Roger Mayer
Special Thanks to: The Rodgers and Hammerstein Organization on behalf of the Estate of Irving Berlin; Betty Kern Miller; Philip Zimet as Trustee under the will of Oscar Hammerstein II; Robert G. Sugarman as Trustee of the Literary Estate of Edna Ferber; The Wodehouse English Settlement 3, An English Trust; William Harbach; Elvis Presley Enterprises, INc.; Warner/Chappell Music, Inc.; Four Jays Music Publishing Co.; Leiber & Stoller Music Publishing; MCA Music Publishing; Boosey & Hawkes, Inc.; EMI Music Publishing; Broadway Music
The appearance and performance of Mr. Fred Astaire has been arranged through a special license with Mrs. Fred Astaire. All rights reserved.
Color by: Deluxe
Made in Hollywood, U.S.A.
Running Time: 113 minutes
Release Date: April 28, 1994 (Los Angeles premiere), general release May 6, 1994.
The original soundtrack to That’s Entertainment! (1974) was a 2-LP set that was incredibly popular especially with fans of MGM Musicals. It featured many tracks that had previously been unreleased, some recorded directly from the soundtracks of the films which was a novelty at the time. The audio engineers, led by the producer of the recently re-released MGM Records soundtracks, Jesse Kaye, even worked with some of the separate audio tracks from the existing pre-recording sessions to create a slight stereo effect for “On the Atchison, Topeka, and the Santa Fe” from The Harvey Girls (1946). Unfortunately the technology of the time didn’t allow for good remastering of the many other existing pre-recording sessions into true stereo. The 1974 soundtrack was not released on CD in the U.S. but there was a Japanese CD release in 1987.
In 1990, CBS Special Products released a 2-CD set of the soundtrack to That’s Entertainment, Part 2 (1976) that included many previously unreleased tracks, most of which were recorded directly from the film soundtrack. It’s still the only soundtrack release of some performances from the film (see the discography page here). The original soundtrack released in 1976 was a single record featuring heavily edited versions of the performances with a really bad echo effect added. It’s almost unlistenable on today’s audio systems. Luckily, it’s been expanded (see below).
In 1995, Rhino Records produced a fully comprehensive 6-disc boxed set presentation of the soundtracks to all three films, plus an extra disc of even more treasures. Many of the tracks were previously unreleased. The set was augmented by even more unreleased tracks of pre-recording sessions that premiered on the laserdisc editions of the series, and the laserdiscs for many of the individual films, too. It was a golden era for soundtrack fans.
In 2005, the label re-released the set in new packaging with new extras on the bonus disc.
The 1994 laserdisc “deluxe collector’s edition gift set” of That’s Entertainment! III was truly a wonderful set. It featured a numbered collector’s souvenir program, a collectible poster, and eight collector’s lobby cards created just for this set (see above).
Scans provided by Hisato M. Thanks again, Hisato!
In 2004 the series premiered on DVD in this deluxe four disc set.
In 2007 the set was released on the new Blu-ray and (now defunct) HD-DVD formats. The set was 3 discs, with the extras from the “Treasures from the Vault” disc (disc four in the original set) interspersed throughout the three feature discs.
In 2015 the set was re-released on DVD (minus the extras) with the addition of the 1985 “cousin” documentary That’s Dancing!.
In 2020 the Blu-ray discs from the original Blu-ray set (with the extras) were re-released by the Warner Archive.