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This was James Stewart's last performance before serving military service in World War II. He would return to the silver screen five years later in the classic It's a Wonderful Life (1946).
The scene in which Susan Gallagher (Judy Garland) auditions for the Ziegfeld Follies is strikingly similar to Judy's actual audition for MGM in 1935. Like her character, Judy came in with her father (Frank Gumm) as her accompanist and was flopping until Roger Edens, like Slayton (Paul Kelly) in the film, took over the audition, coached her to sing more softly and subtly, and got her the MGM contract.
The final shot of the "You Never Looked So Beautiful Before" number is recycled from "A Pretty Girl is Like a Melody" from The Great Ziegfeld (1936). For the sake of continuity, Judy Garland is costumed and made up to resemble Virginia Bruce, who crowned the "Wedding Cake" set in the earlier film.
Sexual innuendo occurs several times. In the opening scenes with Shiela Regan (Lana Turner) as the elevator operator, she is describing to a friend her meeting Florenz Ziegfeld Jr. on her elevator. She reports that he liked her ankles. When asked about her heels, Shiela makes a gesture with her cupped hand indicating he liked "round heels" a reference to women who fall easily into bed.
Favorite film of Esther Williams.
"Jimmy Walters: Soon as I saw you, I said to myself, that's a hot lookin' little number. Sheila 'Red': Don't let it throw ya champ. I'm 20 degrees cooler than you think. Jimmy Walters: Ah, one of them refrigerated dames, huh? Sheila 'Red': That's right. You're not the guy to defrost me either."
"Sheila 'Red': Mr. Ziegfeld says, if I don't watch my figure, no one else will."
