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STUDIO:  Metro-Goldwyn-Mayer


PRODUCTION DATES: Judy’s sequence:  July 6, 1944 – July 21, 1944

PRODUCTION COST:   $3,240,816.86  – Judy’s sequence: $57,334.85

RUNNING TIME:  121 minutes

RELEASE DATE:  Road Show: August 13, 1945 / General Release: April 8, 1946

INITIAL BOX OFFICE:  $5,344,000 +

Ziegfeld Follies was producer Arthur Freed’s pet project in the early to mid-1940s.  Originally intended to celebrate the 20th anniversary of MGM in 1944, the film went through so many revisions and edits before finally being released in 1946.  During those two years, three if you count the preliminary work on the project in 1943, comedy sketches and musical numbers were planned, cast, recorded, filmed, and discarded – some were even filmed and ultimately deleted.  From the beginning, the film was conceived as a revue without a plot – one that the late famed impresario Florenz Ziegfeld might create if he could reach down from the heavens and make a new revue with the current talent at MGM.  The format allowed for any manner of musical numbers and comedy sketches to be conceived, and many were!

The original “Ziegfeld Follies” of the early 1900s were the brainchild of showman Florenz Ziegfeld, inspired by the Folies Bergères in Paris.  They ran from 1907 to 1931. “The Follies,” as they came to be known were classy, spectacular revues showcasing the great talents of the day.  They were also known for presenting the great beauties of the time in colossal production numbers with lavish sets and costumes.  The Follies became the standard by which all revues would be judged.  The Ziegfeld name became shorthand for lavishness and opulence.  The showgirls became known as “The Ziegfeld Girls” and were heavily promoted as “Glorifying the American Girl.”  Some of the great talents who were either made famous by the Follies or had great success with the Follies included: Fanny Brice, Sophie Tucker, W.C. Fields, Eddie Cantor, Ann Pennington, Bert Williams, Will Rogers, Ruth Etting, Ray Bolger, Helen Morgan, Marilyn Miller, Ed Wynn, Gilda Gray, and Nora Bayes.

After Ziegfeld’s death in 1932, MGM acquired the rights to the Ziegfeld name (his widow Billie Burke was a contract player at the studio) and made two films with his name in the title.  The 1936 biopic The Great Ziegfeld was a huge critical and financial success and won the second Oscar ever given to a musical for Best Picture.  It featured lavish musical numbers and enough drama to win Louise Rainer the first of her two back-to-back Oscars for Best Actress for playing Ziegfeld’s first wife (and first big star) Anna Held.  In 1941 the studio used his name again when it produced Ziegfeld Girl. The plot was simple.  It features the tried and true story of three chorus girls (Judy Garland, Lana Turner, and Hedy Lamarr) making their way up the show biz ladder.  The lavish finale borrowed clips from The Great Ziegfeld and cleverly placed Judy on the top of the famous wedding cake set first seen in the previous film.

Fanny Brice, Sophie Tucker, and Ziegfeld’s widow Billie Burke (another great beauty of the stage who oddly never appeared in her husband’s Follies) all appeared on screen with Judy at MGM in the 1930s (Brice: Everybody Sing – 1938; Tucker: Broadway Melody of 1938 – 1937 & Thoroughbreds Don’t Cry – 1937; Burke: Everybody Sing – 1938 & The Wizard of Oz – 1939).  Judy herself played Ziegfeld star and Broadway legend Marilyn Miller in the 1946 biopic Till The Clouds Roll By.

Judy’s involvement in Freed’s version of The Follies took place just after her work on Meet Me In St. Louis in 1944Judy’s name had been attached to several songs and sketch ideas for the film, including: “The Babbitt And The Bromide” (pairing her with Fred Astaire – it ended up following her segment in the final cut of the film, performed by Astaire and Gene Kelly); “Pass That Peace Pipe” (pairing her with Lucille Ball or June Allyson – it ended up being performed by Joan McCracken in the 1947 MGM musical Good News starring Allyson and Peter Lawford); “Firehouse Chat” (a sketch pairing her with Lucille Ball and Ann Sothern); “It’s Getting Hot In Haiti” (musical number); a takeoff of “Lady In The Dark” (pairing her with Mickey Rooney and Fred Astaire); a sketch with Greer Garson and Lucille Ball titled “Lady In The Clouds” in which the three would visit a psychiatrist’s office and sing a number that “they” had come up with titled “I’ve Got Those Rooney/Pidgeon/Skelton Blues”; and several more.

One idea that almost made it to filming was a sketch and musical number pairing Judy with Mickey Rooney for the first time in color titled “I Love You More In Technicolor Than I Did In Black & White.”  A copy of the script was included in the 1994 laserdisc special edition of the film.  It would have had Judy playing herself, opening with her on stage and then going off stage where she turns down dates with MGM stars James Craig, Van Johnson, and John Hodiak, to keep a date with “an old friend.”  The old friend turns out to be Mickey Rooney.  He shows her clips from their previous films and laments that he’s only kissed her in black and white while other guys have kissed her in Technicolor.  They then duet on the song.

Another sketch being developed for Follies was “A Great Lady Has An Interview,” a musical comedy sketch written by Roger Edens and Kay Thompson for Greer Garson to spoof her status as the lofty drama queen of the day.  Along with director Vincente Minnelli, the duo auditioned the number for Garson at Arthur Freed’s home.  Garson’s husband and mother had accompanied her and after the audition, her mother responded with: “Well, I don’t think so” and her husband Richard Ney said: “No, it’s not for you, dear.”  While the dejected Edens and Thompson were on their way home, they hit on the idea of Judy doing the number.  “She can imitate you, Kay” Edens exclaimed, “she’s a good mimic.”  And that’s how Judy got the job.

Rehearsals for the sketch began on July 6, 1944, with filming completed on the 21st.  Charles Walters staged the number and the rehearsals, but when the time came for filming, Freed gave it to Minnelli.  Walters later reported “Every bit of action in that number was mine.  I almost cried.”

A funny anecdote about the rehearsals was reported by Hugh Fordin in his book about The Freed Unit at MGM “The World of Entertainment! Hollywood’s Greatest Musicals” first published in 1975:

Walters staged the number.  Judy learned it step by step and gesture by gesture imitating Thompson, with all the paraphernalia, a scarf, reading glasses, etc.  When they were ready, Freed came to see Judy in the number.  Thompson stood in as one of the reporters, along with Blane and Walters.  “We were all on our knees,” says Blane. “Freed had moved from one place to another and when Kay gave the downbeat she hit him in the crotch and Freed flew ten feet through the air.  Kay murmured: ‘Sorry-oh, Arthur, oh Arthur.’ Writhing with pain, Freed forced out a weak “That’s all right…'”

“How did you like it, Arthur?” asked Judy when they’d finished.  In the perfect non sequitur of all times Freed replied: “I think Bing Crosby is going to win the Academy Award for Going My Way this year.” [he did!]

The film went through delay after delay before and after its first preview on November 1, 1944.  At that point, it ran for two hours and fifty-three minutes.  The original line-up was:

Ziegfeld Days (The Bunin Puppets)
Meet The Ladies (Fred Astaire, Lucille Ball, Cyd Charisse, Ziegfeld Girls)
If Swing Goes, I Go Too (Astaire)
The Pied Piper (Jimmy Durante)
If Television Comes (Red Skelton)
A Cowboy’s Life (James Melton)
Liza (Avon Long, Lena Horne, Chorus)
Baby Snooks And The Burglars (Fanny Brice)
This Heart Of Mine (Astaire, Lucille Bremer, Dancers)
Death And Taxes (Jimmy Durante & Edward Arnold)
Pay The Two Dollars (Victor Moore & Edward Arnold)
Love (Horne)
La Traviata (Melton & Marion Moore)
The Sweepstakes Ticket (Brice, Hume Cronyn & William Frawley)
Limehouse Blues (Astaire, Bremer)
A Great Lady Has “An Interview” (Judy Garland, Rex Evans & Men’s Chorus)
The Babbitt And The Bromide (Astaire and Gene Kelly)
There’s Beauty Everywhere (Astaire, Bremer, Melton, Charisse, Ziegfeld Girls)

Everyone realized that the film was too long, and everyone seemed to want to cut something, prompting Edens to quip to fellow music arranger Lela Simone: “If this keeps on we can always release it as a short.”  Songs and sketches were cut, added, reshot, and/or altered, until the film was finally trimmed down to a manageable 121 minutes, retitled Ziegfeld Follies of 1946, and released on March 15, 1946.  Even with the cuts and changes, Ziegfeld Follies was a mixed bag.  Critics and audiences enjoyed most of the musical numbers more than the comedy sketches.  Today most of the comedy, except for the performances of Red Skelton and Fanny Brice, come off as dated and only serve to impede the flow of the musical numbers.  In spite of its failings, the film was entered in the 1947 Cannes Film Festival and won the award for Best Musical Comedy.

Judy’s segment has become a bit of a cult classic.  And it’s to Kay Thompson’s credit that Judy “raps” – predating the Rap craze by several decades.  Thompson was ahead of her time, and Judy was the only musical star on the lot who could pull it off.  Here, Judy finally gets to present real flair for sophisticated comedy.  She had already proven she could handle slapstick and self-deprecating humor, but as “A Great Lady” she ups the ante.  Critics singled her out for praise when reviewing the film.  When viewed today, one can tell she’s having a blast. Judy would get the chance to play a similar form of sophisticated comedy just a few years later in 1948’s The Pirate.

Judy Garland and Vincente Minnelli in Boston for the premiere of GARLAND TIMELINE:

  • July 6, 1944:  Judy and “the boys” began rehearsing “A Great Lady Has ‘An Interview'” with Charles Walters directing.  Judy was called for 11:30 a.m.  The company was done for the day at 4:30 p.m.  Judy was also “fitted for still picture” according to the assistant director’s notes. 
  • July 7, 1944:  More rehearsals.  Time called: 12 p.m.; dismissed at 3 p.m.  The assistant director’s notes state, “Besides rehearsing, Miss Garland made still picture for oil painting.” (the one used in the scene).
  • July 9, 1944:  Rehearsals with Walters in Rehearsal Hall B.
  • July 10, 1944:  Rehearsals.  Time called: 3 p.m.; dismissed: 6 p.m.
  • July 12, 1944:  Rehearsals.  Time called: 4 p.m.; dismissed: 10 p.m.
  • July 13, 1944:  Rehearsals.  Time called: 4 p.m.; dismissed: 6 p.m.
  • July 14, 1944:  Rehearsals.  Time called: 4 p.m.; dismissed: 9:30 p.m.
  • July 15, 1944:  Rehearsals.  Time called: 1 p.m.; dismissed: 5:20 p.m.
  • July 17, 1944:  Judy pre-recorded “A Great Lady Has An Interview.”  Time called: 2 p.m.; dismissed: 5:05 p.m.
  • July 18, 1944:  Rehearsals.  Time called: 9 a.m.; dismissed: 4 p.m.
  • July 19, 1944:  Filming of the sketch began on Stage 21 with Vincente Minnelli directing.  Time called: 9 a.m.; dismissed: 6:10 p.m.
  • July 20, 1944:  Filming.  Time called: 9 a.m.; dismissed: 5:15 p.m.
  • July 21, 1944:  Filming was completed.  Time called: 10 am.; dismissed: 5:45 p.m.
  • November 1, 1944:  First sneak preview of the film at the Westwood Village Theatre in Los Angeles, California.
  • August 13, 1945:  Roadshow premiere of the film, retitled Ziegfeld Follies of 1946 in Boston, Massachusetts (newspaper clipping of Judy, Vincente, and MGM execs at the premiere).
  • April 8, 1946:  The film went into wide release.

Edward Arnold 

Fred Astaire

Lucille Ball 

Marion Bell

Lucille Bremer 

Fanny Brice

Cyd Charisse

Hume Cronyn 

William Frawley

Judy Garland

Kathryn Grayson

Lena Horne

Gene Kelly

James Melton

Victor Moore

Virginia O’Brien

William Powell 

Red Skelton

Esther Williams

Keenan Wynn

WITH:  Judi Blacque, Helen Boice, Katherine Booth, Edward Brown, Lucille Casey, Feodor Chaliapin, Robert Chetwood, Naomi Childers, Milton Chisholm, Marilyn Christine, Charles Coleman, Aina Constant, Joseph Crehan, Richard D’Archy, William B. Davidson, Dante Dipaolo, Frances Donelan, Natalie Draper, Eddie Dunn, Rita Dunn, Rex Evans, Sam Flint, Sean Francis, Dorothy Gilmore, Aileen Haley, Bill Hawley, Harry Hayden, Doreen Hayward, Shirlee Howard, Don Hulbert, Charlotte Hunter, Virginia Hunter, Patricia Jackson, Harriet Lee, Robert Lewis, Eugene Loring, Herb Luri, Patricia Lynn, Bert May, Ruth Merman, Helen O’Hara, Garry Owen, Jack Purcell, Jack Regas, Ricky Ricardi, Alex Romero, Elaine Shepard, Melba Snowden, Walter Stane, Count Stefenelli, Wanda Stevenson, Ray Teal, Robert Trout, Robert Wayne, Arthur Walsh, Eve Whitney

Produced by: Arthur Freed

Associate Producer: Roger Edens

Directed by: Vincente Minnelli, George Sidney, Lemuel Ayres, Roy Del Ruth, Merrill Pye, and Norman Taurog

Screenplay: Robert Alton, John Murray Anderson, Lemuel Ayers, Ralph Blane, Guy Bolton, Allen Boretz, Irving Brecher, Eddie Cantor, Erik Charell, Harry Crane, Roger Edens, Joseph Erons, David Freedman, Devery Freeman, Everett Freeman, E.Y. Harburg, Lou Holtz, Cal Howard, Al Lewis, Robert Lewis, Max Liebman, Don Loper, Eugene Loring, Wilkie Mahoney, Hugh Martin, Jack McGowan, William Noble, James O’Hanlon, Samson Raphaelson, Philip Rapp, Bill Schorr, Joseph Schrank, Frank Sullivan, Kay Thompson, Charles Walters, and Edgar Allan Woolf

Music Director: Lennie Hayton

Music & Lyrics: Ralph Plane, Earl Brent, Nacio Herb Brown, Roger Edens, Arthur Freed, George and Ira Gershwin, Hugh Martin, Kay Thompson, and Harry Warren

Contributing Writers: Guy Bolton, John Murray Anderson, Lemuel Ayres, Don Loper, Kay Thompson, Roger Edens, Jack McGowan, Hugh Martin, Ralph Plane, E.Y. “Yip” Harburg, Harry Crane, Lou Holtz, Everett and Devery Freeman, David Freedman, Samson Raphaelson, Robert Lewis, Frank Sullivan, William Noble, Allen Boretz, Erick Charell, Max Liebman, Edgar Allan Woolf, Cal Howard, Wilkie Mahoney, Don Loper, Joseph Erons, Phil Rapp, Joseph Schrank, Eddie Cantor, Bill Schorr, Al Lewis, and Irving Brecher

Musical Adaptation: Roger Edens

Orchestrations: Conrad Salinger, Wally Heglin

Vocal Arrangements: Kay Thompson

Dance Direction: Robert Alton, Charles Walters, and Eugene Loring

Directors of Photography: George Folsey, Ray June and Charles Rosher

Photographed in Technicolor

Technicolor Color Director: Natalie Kalmus

Associate: Henri Jaffa

Recording Director: Douglas Shearer

Make-up created by: Jack Dawn

Hair Styles by: Sydney Guilaroff

Costume Supervision: Irene

Costume Designs by: Irene Sharaff and Helen Rose

Art Directors: Cedric Gibbons, Jack Martin Smith, Lemuel Ayres, and Merrill Pye

Set Decorators: Edwin B. Willis and Mac Alper

Bunin Puppet sequence photographed by: William Ferrari

Puppet Costumes by: Florence Bunin

Film Edited by: Albert Akst

Overture & Main Title
MGM Studio Orchestra

Ziegfeld Days
William Powell, The Bunin Puppets

Here’s to the Girls
Fred Astaire, Cyd Charisse, & Lucille Ball

Bring On Those Wonderful Men
Virginia O’Brien

A Water Ballet
Instrumental – Swimmer: Esther Williams

Number Please
Keenan Wynn

James Melton & Marion Bell

Pay the Two Dollars
Victor Moore, Edward Arnold, Ray Teal, Joseph Crehan, William B. Davidson, Harry Hayden, Eddie Dunn, Garry Owen

This Heart of Mine
Fred Astaire & Lucille Bremer

A Sweepstakes Ticket
Fanny Brice, Hume Cronyn, William Frawley

Lena Horne

When Television Comes
Red Skelton

Limehouse Blues
Fred Astaire & Lucille Bremer

A Great Lady Has “An Interview”
Judy Garland

The Babbitt And The Bromide
Fred Astaire & Gene Kelly

There’s Beauty Everywhere
Kathryn Grayson


If Swing Goes, I Go Too
Fred Astaire

The Pied Piper
Jimmy Durante

A Cowboy’s Life
James Melton

Avon Long & Lena Horne

Baby Snooks And The Burglars
Fanny Brice

Death And Taxes
Jimmy Durante & Edward Arnold

There’s Beauty Everywhere
James Melton and the MGM Studio Chorus

We Will Meet Again in Honolulu
James Melton

Daily Music Reports


Sparkling New Blu-ray Release!

Release Date:  June 15, 2021

CLICK HERE to order!

Judy raps!  Yes, that’s right.  Judy raps – and raps well.  Pre-dating rap by several decades, Judy raps in a portion of her satire “A Great Lady Has An Interview” (aka “Madame Crematante”).  This is one of the few MGM Musicals to have the entire soundtrack survive in multiple “stems” (microphones placed strategically around the sound stage), making the enjoyment of the film a feast for the eyes AND the ears in true stereo.

Special Features:

  • Vintage MGM “Crime Does Not Pay” short The Luckiest Guy in the World 
  • 2 classic MGM cartoons:
    • The Hick Chick
    • Solid Serenade
  • Featurette Ziegfeld Follies: An Embarrassment of Riches
  • Audio Only Extras: [* indicates audio new to this disc that wasn’t included in the previous DVDs)
    • * Here’s to the Girls – Alternate Take with Unused Ending (Fred Astaire)
    • * Liza – Unused Musical Sequence (Avon Long & Co.)
    • We Will Meet Again in Honolulu – Unused Musical Sequence (James Melton & Co.)
    • * A Cowboy’s Life – Unused Musical Sequence (James Melton & Co.)
    • * ‘E Pinched Me – Partially Used in “Limehouse Blues” Sequence (Kay Thompson Vocal)
    • * Look at Me, I’m an Indian – Partially Used in Opening Puppet Sequence (Fanny Brice Vocal)*
    • * You’ve Gotta Start Off Each Day With a Song – Unused “Pied Piper” Sequence (Jimmy Durante Vocal)
    • * Leo the Lion Speaks – Unused Sequence
    • * There’s Beauty Ev’rywhere – Unused Finale Sequence (James Melton & Co.)
    • * Love – (Spanish Language Version Performed by Lena Horne)
  • Theatrical Trailer
  • Audio in both remixed Dolby Surround Stereo and original Mono
  • English Audio Subtitles: English, French & Spanish (feature film only)

Oddly enough, the audio outtake of If Swing Goes, I Go Too by Fred Astaire that was on the previous standard DVD releases is not included here.  Those same DVDs included the theatrical trailers for MGM’s two other Ziegfeld films, The Great Ziegfeld (1936) and Ziegfeld Girl (1941) along with the trailer for Ziegfeld Follies of 1946.  Only the latter is included here. 

Before & After Screenshots

Here are some before and after screenshots that show the differences in picture quality from the old standard DVD to the new, remastered edition on this Blu-ray.  The upgrade makes a big difference in the overall enjoyment of the film what with the colorful and extravagant sets and costumes.  It’s definitely another “must-have” Blu-ray.

Below:  The 1994 U.S. CAV Standard Play deluxe boxed set laserdisc; The 1987 Japanese laserdisc edition, provided by Hitaso M. Thanks, Hitaso!; The 1994 VHS/CD Collector’s Set; The 1990 VHS release; Two bootleg CD soundtracks; The official remastered soundtrack on CD released in 1994; The 1980s bootleg vinyl LP version of the soundtrack.

Judy Garland 1935
The Wizard of Oz green vinyl release for Record Store Day on April 19, 2014