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During the war years in the early 1940s Spencer Tracy was one of the many Hollywood stars who joined traveling U.S.O. shows to entertain American troops. According to contemporary reports, his act consisted of going out on stage in an ill-fitting cowboy suit and belting out the popular novelty hit of the era, "Pistol-Packin' Mama." The punchline is that Spence was tone-deaf and couldn't sing worth a damn, but the guys in uniform would roar with laughter. The worse he sang, the better they liked it.

Knowing this, it's surprising to learn that Tracy actually starred in a 1934 musical comedy called Bottoms Up, made towards the end of his five-year hitch at the Fox studio. James Cagney, Cary Grant and Jimmy Stewart sang on rare occasions in their films, but Tracy? How could that be? As it turns out, the top-billed star of the show is not required to sing or dance at any time in the course of the movie; instead, Tracy is on hand to provide a comic version of the cocky sharpster he often played in his Fox films. He drives the plot and delivers his wisecracks with requisite skill, but otherwise steers clear of the musical numbers. Second male lead John Boles handles a lot of the singing, but the spotlight is mostly focused on Pat Paterson, a pretty ingénue from England who married Charles Boyer shortly after she appeared in this film.

Paterson plays Madge, a disappointed beauty contest winner from Canada who arrived in Hollywood expecting stardom; only a couple of bit parts have come her way. She's discovered sitting alone in an all-night diner by Smoothie King (Tracy) and his sidekick, pint-sized Limey Brook (played by Herbert Mundin, ubiquitous character actor of the '30s who had a face resembling a sad English bulldog). Smoothie, befitting his name, is a fast-talking con man. He feels genuinely sorry for the girl and takes an interest, but warns her not to fall in love with him because he's "not the marryin' kind." The guy is smug, but with Tracy in the role he's more likable than he would have been otherwise. Smoothie & Limey rescue the girl and give her a place to stay with their pal Spud (Sid Silvers), a sheet music salesman who lives at an abandoned miniature golf course. (Now there's an interesting twist!) As soon as the guys hear Madge sing they know she's got star quality, so Smoothie, well aware that Hollywood snobs kowtow to aristocracy, cooks up a scheme to pass off Madge as visiting nobility from England. She quickly lands a contract with the 4-Star Studio and gets the chance to work with her idol, the hard-drinking matinée idol Hal Ried (John Boles). Complications result when Madge falls in love with Hal, while Smoothie belatedly realizes that he's fallen for the girl himself.

As this plot outline suggests Bottoms Up is a lightweight confection, one of those cheery satires Hollywood liked to aim at itself now and then. It's fun for buffs and generally plays like a cartoon: there's the neurotic producer who surrounds himself with Yes Men, the haughty actress who fires off mean wisecracks at rivals, and the comic figures – Smoothie's sidekicks – who invade sets and accidentally ruin takes. Some of this shtick must have been familiar to audiences when the movie was new, but the quips are generally pretty funny, and the players punch the material across with sass and pizazz. A few interesting faces turn up in the supporting roles, such as Dell Henderson, a movie veteran from Biograph days. It's always a treat to see Thelma Todd, though her role is frustratingly brief. And if you watch closely you'll catch young Lucille Ball, sitting with Boles during a party sequence. Lucy turns up again later in the film's most memorable musical number, a Busby Berkeley-style extravaganza with an 1890s setting. The song is "Waitin' at the Gate for Katie," and like the film's other tunes it never became a standard, but it's pleasant enough.

Like all too many Fox films from this period Bottom Up has practically fallen off the radar screen, but with the recent releases of DVD box sets devoted to the work of Ford, Borzage, and Murnau at Fox there's hope that more of the studio's obscure releases from Pre-Code days will make their way back into circulation. Despite an unexpectedly downbeat ending Bottoms Up is an engaging treat with much to recommend it. It's especially fun to see Spencer Tracy enjoy himself in a comic role – and don't worry, he doesn't sing!

The New York Times said `Bottoms Up is Tip-Top, in the form of the Once In A Life Time school of Hollywood kidding.' Spencer Tracy (Smoothie) in a Lee Tracy type role as a star promoter and his comic-relief sidekicks Herbert Mundin (Limey) and Sid Silvers (Spud) discover a perky beauty, Pat Paterson (later married to Charles Boyer) at a dime-store counter and decide to make her a movie star. John Boles is perfectly cast as an overrated actor who is bored and drinks too much. Tracy manipulates the shells until his little pearl is forcibly discovered by having his protégé pretend to be visiting royalty. Problems arise as this new starlet starts to fall her leading man and not Tracy. Sexy Thelma Todd and former silent film director and frequent Hal Roach star Del Henderson are featured in minor roles. Bottoms Up had some of the best quotes of the weekend as when a song hawker, fast-talking his list of titles for sale, ends the rigmarole with, `…and ‘I Surrender To You' for only ten cents.' Or later when Smoothie suggests to Spud that he see a plastic surgeon to help his career: `You can pick any nose you like.' To which Spud replies, `But I don't want to pick any body else's nose.' When asked, `Where do you wash around here?' and the answer comes back, `The spring.' The retort is, `I asked where, not when.' Thank god for film festivals like this one that make rare films like this available and the folks who provide comments to IMDB for others to share. Please support the IMDB and early film festivals!

Penniless promoter "Smoothie" King (Spencer Tracy) and his ex-con sidekick Limey (Herbert Mundin) team up with a crooning newsboy (Sid Silvers) and a warbling beauty contestant (Pat Paterson) to try and crash Hollywood. They're all on their uppers and live together in an abandoned miniature golf course but thanks to some light-hearted impersonation, blackmail, and forgery, the girl becomes a star and it's back to the drawing board for the boys...

Spencer Tracy was on the way up and John Boles on the way down when they made this Fox musical chocked full of forgettable songs and lame comedy but the Tinseltown background and a romp through the Fox backlot manage to turn this threadbare musical into an amusing time-waster. Harmless Hollywood stereotypes abound (Boles as a "Norman Maine"-style matinée idol, Thelma Todd as a bitchy movie queen, and Harry Green as an "ethnic" studio head) but there's some very un-PC caricatures as well. The "Jewish jokes" consist of smoked salmon, Silvers' big nose, and Green's endless kvetching -and when Tracy gives Green a near heart attack, the movie mogul clutches his chest and cries, "Get me a cheap doctor!"

There's a tepid two-sided triangle between Boles, Paterson, and third wheel Tracy wasting time between tacky production numbers like "Turn On The Moon" and "Waitin' At The Gate For Katie" but pretty little Pat Paterson (looking a bit like fellow Brit Constance Cummings) proves no threat to Alice Faye, who was just beginning to make her mark in Fox musicals at the time. Pat probably didn't care as she'd soon become Mrs. Charles Boyer and retire from showbiz.

A conman and his pals bulldoze their way into a studio and make a young girl a star by way of a deception. Harmless, except for a semi-musical the songs and production numbers are horrid, but run of the mill programmer would be forgotten totally if it wasn't headlined by Spencer Tracy. He's far better than the material as is Thelma Todd who lights up the film the few times she appears as a back stabbing starlet. It makes you wish the two of them had been teamed in a better script.

I'm always intrigued when a dramatic actor stars in a musical. 'Bottoms Up' is as close as Spencer Tracy ever came to starring in a musical ... but he doesn't sing or dance, and at this early point in his film career Tracy was still primarily a light comedian. The musical numbers here are eminently forgettable, and they aren't integrated into the plot.

'Bottoms Up' is a deft and breezy comedy that unfortunately borrows most of its premise from Kaufman and Hart's first collaboration 'Once in a Lifetime'. The rest of the premise is based (without screen credit) on one of the practical jokes staged by real-life Hollywood gagster Charles MacArthur, who once palmed off a handsome young filling-station attendant as a prominent English playwright, and fooled a major Hollywood studio into putting this young 'genius' on the payroll for a year (at a high salary) as a screenwriter ... even though the petrol-pumper couldn't actually write.

In 'Bottoms Up', Tracy plays Smoothey King, a wiseguy publicist who just barely operates within the law. His pal 'Limey' (English-born character actor Herbert Mundin) is a forger with a prison record, looking for some easy money. Smoothey meets Wanda Gale, an attractive young blonde Canadian working as a movie extra, who has a convincing cut-glass English accent. Smoothey promptly touts Limey and Wanda as members of the British peerage, who are visiting America but who would never stoop to work in motion pictures. Naturally, the studio offers a contract to Wanda on the publicity value of her (fake) title, and soon this 'lady' is being groomed for stardom. Meanwhile, Limey is acting like an autograph hound, collecting the signatures of Hollywood figures who don't realise he's a forger! Mundin is excellent here: if not for his untimely death in a road accident, he might have become one of the most memorable character actors of Hollywood's great studio era.

Smoothey finds himself attracted to Wanda. Meanwhile, she stars in a film with matinée idol Hal Reed (played by John Boles, who was a little too unbelievably handsome). Naturally, Wanda falls in love with Hal. Around the periphery of this is a bright performance by Sid Silvers, a very talented gag writer whose second career as a screen actor never took off, due to his unappealing face and physique. Harry Green, the Jewish equivalent of Stepin Fetchit, is less offensive than usual in his role here as an excitable film producer named Louis Baer. (A clear dig at Louis B. Mayer.) Robert Emmett O'Connor does his usual sourpuss gumshoe routine. Thelma Todd is attractive in a small role, and John Boles sings pleasantly. 'Bottoms Up', with its cheeky title, is well-directed by David Butler, one of the most underrated directors of Hollywood's studio era. This movie is harmless candyfloss, and I'll rate it 6 out of 10.

...from Fox and director David Butler. Spencer Tracy stars as "Smoothie" King, a fast-talking hustler who discovers unknown singing sensation Wanda Gale (Pat Paterson). He and his shady partners Spud (Sid Silvers) and Limey (Herbert Mundin) take Wanda out west to Hollywood, where they manage to get her a movie contract under dubious circumstances. Look for Lynn Bari and Lucille Ball among the chorines.

This is Tracy's one and only musical, although he doesn't sing. His slick huckster role is routine work for him, and could have been as easily assayed by James Cagney or Lee Tracy. I was unfamiliar with Pat Paterson, although I found her likable and with a pleasant singing voice. She married Charles Boyer this same year, and they remained together for 44 years. As for the songs themselves, most of which are performed on the sets of other fictional movies, they aren't very memorable.

David Butler's "Bottoms Up" has a funny plot, with a group of con artists trying to get a starlet a shot at the big time. Unfortunately, the musical aspect weakens the movie. Without all that, the movie would've been a typical enjoyable screwball comedy from the era. It also doesn't help that a Canadian character talks like an upper-crust English person. Any US citizen who knows a Canuck knows that our northern neighbors don't talk like Maggie Smith.

Other than that, it's a fun movie. Specifically, it's a pre-code movie, so there are a couple of steamy scenes (steamy for 1934, that is). There are the common jabs at Hollywood (the jealous actress, the hard-drinking actor, and the neurotic producer), and an uncredited Lucille Ball appears during the Katie sequence.

A piece of trivia relevant to the present is that Suzanne Kaaren (the producer's secretary) later lived in a property owned by Donald Trump. Trump wanted to tear it down but Kaaren refused to leave, and a court eventually ruled that Trump had to leave it up.

Apart from the singing scenes, which I found a bit cheesy and felt was a slight downside of this movie, (and I don't care much for musical comedies in general), this one was very enjoyable. The story was good, the plot funny with some great lines "But if you're so smart, why did you make me lie down to tie my Bow Tie?... I used to be an undertaker's assistant!". Spencer Tracy was excellent but then again he's always great in whatever movie he appears in. His character was so sweet and charming and his self-sacrifice...Wow. The ending had me chocked up. I wasn't expecting that! An all around enjoyable old school entertainment.

A down-on-his-luck promoter helps a young woman become a star. An early Spencer Tracy vehicle that is not without charm, but which is never as good as it could be due to some loose plotting and slack pace. Harry Green stands out amongst a likeable cast as a nervous movie mogul and Pat Paterson is a vivacious leading lady. Never thought I would see a Hollywood movie about the movie-making business that would mention Biggleswade, the English country town just five miles down the road from my home town.