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Second Chorus

Second Chorus is a 1940 American musical comedy film directed by H. C. Potter, starring as trumpet player Danny O'Neill and as his love interest Ellen Miller, with portraying rival musician Hank Taylor and bandleader appearing as himself. The story centers on Danny and Hank, two perennial college students who delay graduation to lead their campus orchestra, only to face real-world challenges when they join Shaw's swing band under Ellen's management, leading to romantic rivalries and pursuits of success. Produced independently by Boris Morros and distributed by , the screenplay by Elaine Ryan and incorporates original composed by with lyrics by , highlighting the era's popularity. Notable musical sequences include Astaire's innovative while conducting an orchestra and a with Goddard, alongside Shaw's performances of hits like "Concerto for ." The film received two Academy Award nominations: Best Original Score for , and Best Original Song for "Love of My Life" (music by ; lyrics by ), though it was a modest commercial success amid the competitive 1940 musical landscape. Despite its energetic dance numbers and authentic elements, Second Chorus is often critiqued for a convoluted plot and uneven pacing, with Astaire himself later deeming it his least favorite of his due to production issues and creative differences. Released during a transitional period for musicals just before II's impact on markets, it exemplifies smaller-scale productions featuring top talent in the , preserving performances by one of the period's leading clarinetists and dancers.

Plot and Characters

Plot Summary

Second Chorus follows Danny O'Neill and Hank Taylor, two trumpet-playing college students who have spent seven years at their university by deliberately failing classes, allowing them to remain part of the campus band, O'Neill's Perennials. As best friends and fierce rivals, they constantly compete for solos and leadership in the group, their antics fueled by a shared passion for music and a reluctance to enter the real world. Their carefree existence is upended when Ellen Miller, a determined young woman working as a bill collector, arrives to demand payment for an outstanding debt from the band. In a comedic scheme to recruit her, Danny and Hank stage a chaotic confrontation that results in her dismissal from her job; grateful for their persistence, Ellen accepts the role of the band's manager. Under Ellen's astute guidance, the band achieves unexpected success, booking high-paying gigs and even outshining professional ensembles like Artie Shaw's orchestra, which heightens Danny and Hank's ambitions to join the big leagues. However, Ellen soon receives a prestigious offer to become Shaw's booking manager in , prompting her departure and leaving the duo scheming to follow her while vying for her affections. Upon arriving in the city, Ellen arranges auditions for them with Shaw's band, but their rivalry erupts into sabotage—each trying to upstage the other with improvised disruptions during the performance, leading to their humiliating rejection. Desperate for work, Hank takes a job as a bugler at a racetrack, enduring humorous mishaps like startling horses mid-race, while Danny disguises himself as a Cossack dancer in a , where his playing inadvertently draws a crowd but also chaos. To secure a breakthrough, Hank impersonates Ellen's overprotective brother to gain access to J. Lester Chisholm, a wealthy amateur musician and Shaw admirer; the ploy works, as Chisholm, charmed by Ellen's pitch during a comically mismatched attended by society ladies, gangsters, and teens, agrees to sponsor a grand concert featuring Shaw's band. The path to the concert is riddled with further comedic conflicts, as and 's jealousy escalates: Hank attempts to undermine Danny by tampering with his , only for the scheme to backfire spectacularly, while Hank attempts to undermine Chisholm by slipping sleeping pills into his drink, but the scheme backfires when Chisholm switches the drinks, drugging Hank instead. On the night of the premiere, a groggy Hank misses the event entirely, forcing Danny to step up despite his nerves. Motivated by his love for and a desire to prove his talent, Danny conducts his original composition for the , incorporating his signature in a triumphant fusion of music and rhythm that captivates the audience and earns Shaw's praise as a mature, innovative piece. With the concert's success cementing his position in , Danny resolves his with Hank through and shared triumph, while romantically, he wins Ellen's heart, leading to a joyful reconciliation as the two drive off together into a promising future.

Cast and Roles

The principal cast of Second Chorus features and in the leading roles, supported by , , and Charles Butterworth, whose portrayals blend musical talent with comedic rivalry to establish the film's lighthearted, swing-era tone.
ActorRoleDescription
Danny O'NeillA perpetual student and er leading a ; Astaire mimes the solos, dubbed by , marking his sole on-screen role in a .
Ellen MillerA resourceful band manager who navigates the musicians' antics; Goddard, transitioning from comedic roles to romantic leads, demonstrates surprising aptitude in her duet with Astaire.
Hank TaylorDanny's rival er and bandmate, employing in their competitive dynamic; Meredith's playing is dubbed by Butterfield.
HimselfThe renowned whose real-life appears on-screen; Shaw's authentic, non-acting presence adds musical credibility to the ensemble scenes.
Charles ButterworthJ. Lester ChisholmAn eccentric elderly businessman and music enthusiast who becomes entangled in the group's schemes; Butterworth's delivery enhances the film's whimsical humor.
Supporting roles include Jimmy Conlin as Mr. Dunn, a comically indignant collection agent whose brief appearance underscores the story's farcical elements. Astaire's charming yet mischievous depiction of Danny, combined with Meredith's energetic rivalry, drives the central character tensions that infuse the narrative with playful competition. Goddard's poised performance as Ellen provides romantic balance, while Shaw's straightforward cameo grounds the musical sequences in genuine big-band authenticity.

Production

Development and Pre-Production

Second Chorus originated as an independent production spearheaded by Boris Morros, a Russian-born former head of Paramount's music department, who financed the project and secured distribution through Paramount Pictures. The initial screenplay was penned by Elaine Ryan and Ian McLellan Hunter, based on an original story by Frank Cavett, with additional uncredited contributions from Ben Hecht and input from lyricist Johnny Mercer during revisions. Conceived in 1939 amid the burgeoning , the film drew inspiration from the popularity of and the prevalent of the late , aiming to capture the youthful energy of perpetual students navigating musical ambitions. , fresh from his RKO contract, expressed interest in serving as an uncredited associate alongside Robert Stillman but committed primarily as the star, motivated by the opportunity to collaborate with bandleader and incorporate a solo dance number with Shaw's orchestra. Casting emphasized Astaire's strengths in dance and music for the lead role of Danny O'Neill, while Paulette Goddard, under contract to Paramount, was paired opposite him to leverage her romantic appeal despite lacking formal dance training. Burgess Meredith was selected for comic relief as Hank Taylor, providing rivalrous banter with Astaire's character. Artie Shaw was cast as himself to capitalize on his band's rising fame during the swing era, marking his sole feature film appearance; Morros signed Shaw and his orchestra early in pre-production, though scheduling around the band's national tours presented logistical hurdles. The production operated on a modest budget compared to Astaire's prior lavish musicals. Paramount promoted the film to exploit the crossover appeal between Astaire's established stardom and Shaw's contemporary popularity. H.C. Potter was chosen as director for his background in light comedy, having previously helmed Astaire's The Story of (1939).

Filming and Direction

Principal photography for Second Chorus took place from July 29 to September 1940 at in Hollywood, California, with additional exteriors shot at in Eagle Rock. The production was handled independently by Boris Morros for , allowing for some creative flexibility in scheduling around the cast's commitments. The film was directed by H.C. Potter, a veteran of comedies such as The Cowboy and the Lady (1938), who brought his expertise in blending witty dialogue with romantic entanglements to this musical project. Potter's approach emphasized fast-paced comedic timing to complement the musical sequences, often employing long takes to capture the energy of dance numbers, as seen in the unrehearsed dance routine "I Ain’t Hep To That Step But I’ll Dig It" filmed in a single continuous shot with . Integrating live performances by and his real orchestra proved challenging, requiring careful coordination to synchronize the band's improvisational style with scripted scenes and Potter's comedic rhythm. On set, tensions arose from cast dynamics; expressed strong dissatisfaction with the script and overall production, later describing Second Chorus as "the worst picture I ever worked on." , appearing as himself, found the acting demands uncomfortable and clashed with Potter over creative decisions, leading him to swear off future film roles after this experience. Logistical hurdles emerged from incorporating Shaw's full band, whose large presence complicated set movements and rehearsals. Astaire's trumpet solos were dubbed by , while Meredith's were dubbed by Billy Butterfield during dubbing sessions. Technically, the black-and-white cinematography was handled by Theodor Sparkuhl, who used fluid to highlight the film's lively ensemble scenes despite the era's constraints. Editing by LeRoy Stone focused on precise of , music, and dance, ensuring the comedic beats aligned with the score's tempo.

Music and Choreography

Musical Numbers

The musical numbers in Second Chorus (1940) are integrated into the narrative to highlight the protagonists' musical talents, rivalries, and romantic pursuits, blending performances, dance routines, and comedic songs. The film features a mix of original compositions and standards performed by the cast and 's orchestra, with key numbers advancing the from antics to professional aspirations in . Songwriting credits prominently include lyricist and composer Artie Shaw, contributing to the film's swing-era sound. The sequence begins with "Sugar," an instrumental by Maceo Pinkard, performed as the opening number during a dance around the 5-minute mark. (as Danny O'Neill) and (as Hank Taylor) lead the university band on trumpets, establishing their characters as perpetual students and rival musicians in a lively ensemble that sets the film's comedic tone of youthful competition. Early in the film, approximately 15 minutes in, follows "I Ain't Hep to That Step But I'll Dig It" (also known as "Dig It"), a playful dance number choreographed by to integrate tap and swing steps seamlessly into the action. Astaire and (as Ellen Miller) perform the duet, with lyrics by and music by Hal Borne, as Danny awkwardly courts Ellen during their first meeting, blending romance and humor through Goddard's hesitant participation in the routine. An excerpt captures the lighthearted exchange: "I never could do the , / Could never get through the ..." Midway through, around the 30-minute point after the duo relocates to and auditions for Shaw's band, "Sweet Sue—Just You" serves as an instrumental feature for and his orchestra, showcasing clarinet and brass work by band members including and Billy Butterfield. Composed by with lyrics by Will J. Harris (though performed vocally silent here), the number underscores the protagonists' entry into professional jazz circles, heightening their rivalry over Ellen, who has joined Shaw's management team. A pivotal romantic moment occurs about 45 minutes in with "(Would You Like to Be the) of My Life," an original nominated for the Academy Award for Best Original Song. Astaire sings the lead vocals accompanied by 's orchestra, with music by Shaw and by , as serenades to express his affection and reveal his compositional skills, deepening their relationship amid the band's rehearsals. The excerpt emphasizes the sentiment: "Would you like to be the of my life for always? / Would you like to be the dream of my life for always?" The comedy escalates near the 60-minute mark with "Poor Mr. Chisholm" (also incorporating "Hoe Down the Bayou"), a humorous ditty performed by Astaire and Meredith, with additional dialogue from Charles Butterworth. Lyrics by and music by Bernie Hanighen poke fun at their eccentric sponsor J. Lester Chisholm, advancing the plot as the duo secures funding for a concert through odd jobs and mishaps, blending vaudeville-style antics with flourishes. An excerpt highlights the satirical tone: "Poor Mr. Chisholm played on the , / And that's why he never got next to the women..." The "Second Chorus," an upbeat ensemble by Shaw's , frames the main and recurs as a thematic , symbolizing the film's focus on repeated opportunities in music and love, performed instrumentally to bookend key band scenes. The film culminates in the climactic " for " (also called " Concerto"), Shaw's real 1940 composition, performed live by his around the 75-minute mark during the sponsored concert. Astaire conducts while tap-dancing in a specialty routine, resolving the ' arcs as triumphs professionally and romantically, with the extended instrumental highlighting Shaw's virtuosity in a high-energy finale. A of "Love of My Life" closes the number, sung by Astaire and to affirm their union.

Composition and Dance Sequences

The musical score for Second Chorus was primarily composed by in collaboration with lyricist , emphasizing the swing style prevalent in the late 1930s and early 1940s. , appearing as himself, contributed original arrangements and co-wrote key songs, including the Oscar-nominated "Love of My Life," for which Mercer provided the lyrics in a single day's collaboration. Additional music came from Bernie Hanighen, supporting the film's energetic big-band aesthetic. A highlight was Shaw's " for ," an original piece scored for large ensemble and composed in 1940 specifically for the film, showcasing his virtuosic work amid orchestral swells. The recording process involved Shaw's orchestra performing live during principal photography in Hollywood from late July through early August 1940, capturing the band's authentic swing energy through extensive rehearsals. This approach allowed for on-set musical sequences with Shaw directing his ensemble, including key players like trumpeter Billy Butterfield and drummer Nick Fatool. For trumpet solos, dubbing was employed to enhance precision: Butterfield provided the parts mimed by , while dubbed those for , who prepared by learning basic trumpet technique and handling his own vocals to synchronize with the band's . These sessions used Mirrophonic mono recording, ensuring the score's lively dynamics translated effectively to film. Choreography was handled by , Astaire's longtime collaborator, who designed the and partner dances to integrate seamlessly with the swing score. 's innovative elements included Astaire's -tap combination in the number "I Ain't Hep to That Step But I'll Dig It," where Astaire mimes playing while executing rapid taps, blending musical performance with rhythmic footwork in a single, fluid routine shot in one take with . himself appeared on-screen as a ist in this sequence, adding to the band's visual authenticity. The choreography emphasized syncopated precision to match the live orchestra's tempo, with rehearsals focused on aligning dance steps to Shaw's improvisational lines. Technical execution for the musical sequences relied on post-production syncing to maintain accuracy between live band performances and dance footage, a standard practice refined during editing by Jack Dennis. Band scenes utilized the available camera setup at to capture wide orchestral shots, allowing editors to composite elements for rhythmic fidelity without disrupting the swing flow. This approach preserved the film's tight budget while highlighting Shaw's orchestra in dynamic, multi-angle compositions.

Release and Reception

Distribution and Box Office

Second Chorus had its premiere on December 3, 1940, distributed by , followed by a wide U.S. theatrical on January 3, 1941. International distribution was constrained by the onset of , though limited releases occurred in the in 1941 and on June 19, 1941. Marketing efforts highlighted the film as a for and , prominently featuring and his orchestra to capitalize on the era's popularity. Promotional posters emphasized the blend of comedy, romance, and musical performances, while tie-ins leveraged Shaw's concurrent real-life concert tours to draw audiences interested in entertainment. At the , Second Chorus was a moderate success for , though it underperformed relative to Astaire's prior RKO films. Its copyright lapsed without renewal in 1968, placing it in the and enabling widespread availability through free television broadcasts and home video releases in the ensuing decades.

Critical Response

Upon its release in late 1940, Second Chorus received mixed reviews from contemporary critics, who praised its musical elements while critiquing the script and pacing. highlighted the film's tuneful numbers and Artie Shaw's orchestra as standout features but described the storyline as thin and underdeveloped. ' called it an "amusing but slight" knock-about musical , noting the daffy premise of two collegiate players vying for a manager's affection, though he faulted its uneven pacing and frenzied tone. Critics offered varied assessments of the cast's performances. Fred Astaire's dancing was widely lauded, particularly his energetic tap routine with to "I Ain't Hep to That Step" and his innovative dance-conducting of Shaw's band, which Crowther deemed the film's best sequence. However, the was often seen as forced, with the plot's contrivances and rivalries coming across as contrived and lacking depth. Goddard's portrayal of the resourceful manager Ellen Miller divided opinions; some appreciated her energy, while others found her limited dance skills mismatched with Astaire's precision. Shaw's appearance as himself drew comments on his stiffness as an actor, contributing to the film's uneven blend of and . In modern assessments, Second Chorus holds an user rating of 5.7 out of 10 and a critics score of 32%, reflecting its niche appeal among musical fans. Retrospective views, including those in analyses of Astaire's career, position it as underrated for its integration—particularly Shaw's innovative work and the lively band sequences—but flawed by a weak and underdeveloped characters. The film's entry into the in 1968 led to widespread circulation in subpar prints through the late , but improved restorations and releases in the , such as the 2013 Film Chest Blu-ray, have enhanced its accessibility and prompted renewed appreciation for its musical strengths. Both Astaire and Shaw expressed strong personal disdain for the project, influencing its legacy perceptions. Astaire later described it as "the worst picture I ever worked on," citing frustrations with the production and script. Shaw viewed Second Chorus as the last straw in his brief acting career, vowing never to return to film due to studio abuses and creative constraints, which soured his overall experience.

Legacy

Awards and Nominations

Second Chorus received two nominations at the 13th in 1941 for films released in 1940. It was nominated for Best Original Song for "Love of My Life," with music by and lyrics by , but lost to "When You Wish Upon a Star" from . The film also earned a nomination for Best Music, Scoring of a Musical Picture, credited to , which similarly went to . The film did not win any major awards, though the song nomination underscored the prominence of songwriting in musicals during the late and early . As one of the few Academy Award recognitions for an independent musical production— Morros Productions, distributed by —this nomination highlighted the viability of smaller-scale musical films in competing with major studio output. It also marked an early career boost for , whose collaboration with on the track contributed to his growing reputation as a leading , leading to future wins. The film's in the () Catalog of Feature Films recognizes its place in the of American musical cinema.

Cultural Impact and Availability

Second Chorus has left a modest but notable mark on and film history, primarily through its integration of live performances by and his orchestra, which showcased emerging styles blending classical and elements. The film's of Shaw's original , "Concerto for ," performed during a key sequence, provided early cinematic exposure to this innovative piece, helping to elevate Shaw's reputation as a boundary-pushing clarinetist and in the world. This performance, blending form with 12-bar , influenced subsequent interpretations and remains a highlight in Shaw retrospectives for demonstrating the potential of large ensembles in polyphonic arrangements. The movie's portrayal of aspiring musicians navigating professional rivalries and opportunities has echoed in later works exploring the lives of performers, though it is often critiqued as an uneven entry in 's filmography. Biographies of Astaire, such as Bill Adler's Fred Astaire: A Wonderful Life (1987), reference Second Chorus as a pivotal, if challenging, project in his independent phase, highlighting its trumpet-tap and Shaw's cameo as emblematic of swing-era crossovers. The film appears in Astaire-focused documentaries and compilations, underscoring its role in preserving his lesser-known musical collaborations beyond RKO partnerships. Due to ' failure to renew the in 1968, Second Chorus entered the on January 1, 1969, enabling widespread free distribution and contributing to its enduring accessibility. This status has facilitated high-quality restorations, such as Film Chest's 2013 Blu-ray edition, which addressed deteriorated prints from the film's 1947 Astor Pictures through digital cleanup while preserving the original nitrate-era visuals. It is commonly streamed on platforms like and archived at sites including the , often in full-length uploads that have garnered millions of views amid renewed interest in classic jazz films during the 2020s surge. Physical releases have further sustained its availability, with inclusions in budget DVD collections like Mill Creek Entertainment's 50 Classic Musicals (2005), which pairs it with other Astaire vehicles such as Royal Wedding, introducing the film to new generations via affordable multi-film sets. Preservation efforts by organizations like PBS have led to occasional broadcasts and festival screenings, such as Lakeshore Classic Movies presentations, emphasizing its historical value in documenting swing music's transition to postwar eras. These developments have amplified the film's legacy, making its choreography and score readily available for educational and nostalgic consumption without licensing barriers.

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