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An uneven wartime drama aided by a wonderful group of actors and marvelous Technicolor 3 Stars

James Cagney meets Technicolor for the first time in Michael Curtiz’s wartime aviation drama Captains of the Clouds, not one of his most fondly remembered roles but one worth seeing at least once.

Captains of the Clouds (1942)
Released: 21 Feb 1942
Rated: Approved
Runtime: 114 min
Director: Michael Curtiz
Genre: Action, Drama, War
Cast: James Cagney, Dennis Morgan, Brenda Marshall
Writer(s): Arthur T. Horman, Roland Gillett, Richard Macaulay
Plot: Inspired by Churchill's Dunkirk speech, brash, undisciplined bush pilot Brian MacLean and three friends enlist in the RCAF but are deemed too old to be fliers.
IMDB rating: 6.4
MetaScore: N/A

Disc Information
Studio: Warner Brothers
Distributed By: Warner Archive
Video Resolution: 1080P/AVC
Aspect Ratio: 1.37:1
Audio: English 2.0 DTS-HDMA
Subtitles: English SDH
Rating: Not Rated
Run Time: 1 Hr. 53 Min.
Package Includes: Blu-ray
Case Type: keep case
Disc Type: BD50 (dual layer)
Region: All
Release Date: 03/22/2022
MSRP: $21.99

The Production: 3/5

James Cagney meets Technicolor for the first time in Michael Curtiz’s wartime aviation drama Captains of the Clouds. With his cocky top-billed star at his most aggressive, a first-rate director, and a sensational cadre of character actors offering sterling support, Captains of the Clouds should have been a better film; Technicolor helps in providing visual allure, and there are some excellent aerial calisthenics, but the narrative is only partially successful as a morale booster and Cagney’s late film heroics can’t quite compensate for his mostly disagreeable character.

Hotshot bush pilot Brian MacLean (James Cagney) thinks nothing of stealing flying jobs from other freelancers like Johnny Dutton (Dennis Morgan), “Tiny” Murphy (Alan Hale), Blimp Lebec (George Tobias), and Scrounger Harris (Reginald Gardiner), and since he can fly circles around them when they come looking to even the score, he isn’t at all worried about revenge. He even offers to go in with them to start an air freight service in Canada once they’ve all saved enough money to get the business off the ground, but World War II and the flirtatious, gold-digging goodtime girl Emily Foster (Brenda Marshall) kill the business before it can get going. The boys decide to offer their aviation gifts to the Royal Canadian Air Force but are shocked to learn they’re too old for combat missions but are just right to serve as instructors for the youthful pilots. A cocky rule-breaker like MacLean, however, finds military discipline a trying ordeal even though his talents as a pilot aren’t lost on the commanders.

The screenplay by Arthur T. Horman, Richard Macaulay, and Norman Reilly Raine divides neatly into two halves: the barnstorming adventures of the men as bush pilots for the first half and the more stringent flight school instructions of the second half with most of the most suspenseful action saved for the film’s last quarter hour as the men are tasked with flying an unarmed squadron of planes across the Atlantic for European combat service with the possibility of the Luftwaffe behind every cloud. Try as he might, director Michael Curtiz can’t drum up any really great action or suspense until that last fifteen minutes as the planes in stiff formation are sitting ducks for enemy aerial gunfire. Earlier hijinks with MacLean’s flying antics and brawling (mostly with Dennis Morgan’s Johnny Dutton) over the comely Miss Foster come and go without making much of an impression (other than painting MacLean and Foster as scoundrels and Dutton as a naïve waif). The flight cinematography is a mixture of real aerial work and good (if somewhat obvious) models, and the graduation ceremony of honorable men (real-life young pilots recruited for the film before heading off for real combat missions) offers a patriotic and disciplined respite from the unbridled chicanery of MacLean and Murphy (which also serves to set up the last second surprise that leads into the film’s climactic mission).

While Brian MacLean is in the same league with so many of his other cocky antiheroes from earlier films, James Cagney’s work here is sometimes a bit off-putting. Rather than explaining to Dennis Morgan’s sincere and open-hearted Johnny about the mistake he’s about to make with the calculating, amoral Emily, MacLean prefers to simply foil her plans his own way and allow himself to be thought of as a selfish cad by everyone else – a nonsensical rather than heroic maneuver. Brenda Marshall’s performance as the feckless love interest is brave in its self-centeredness and unbridled lust and even a late movie reappearance fails to do damage control to her character’s basic indecency. Much more entertaining are Johnny’s buddies played by Alan Hale, George Tobias, and Reginald Gardiner. Their every appearance is a buoy for the film. And the movie is stuffed with wonderfully familiar faces doing one and two scene roles: Paul Cavanagh and Reginald Denny as commanding officers, Frederick Worlock as president at the court martial, Russell Arms as a talented rookie pilot, and Gig Young and Morton Lowery as young students at the flight school.

Video: 5/5

3D Rating: NA

The film’s original theatrical aspect ratio of 1.37:1 is faithfully rendered in this 1080p transfer using the AVC codec. The picture is so sharp and crystal clear that at most times it looks as though one could walk right into the frame. The Technicolor hues are beautifully rendered here with flesh tones most appealing and the blue skies almost palpable. There are no visual anomalies to distract one’s enjoyment of the sterling image quality. The movie has been divided into 36 chapters.

Audio: 5/5

The DTS-Master Audio 2.0 mono sound mix is strong and clear. Any problems with age-related hiss, crackle, flutter, or pops have been completely eliminated. Dialogue throughout is crystal clear and has been combined with Max Steiner’s stirring background score (and a title tune by Harold Arlen and Johnny Mercer that gets multiple plays) and the various sound effects with professional ease.

Special Features: 2.5/5

Newsreel (2:14, SD): James Cagney appears in this 1942 newsreel advocating for war bonds.

Rocky Mountain Big Game (10:06, SD): live action short on hunting, part of The Sports Parade series.

Animated Shorts (HD): the classic What’s Cookin,’ Doc (8:12) and Hold the Lion, Please (8:26), both with Bugs Bunny.

Theatrical Trailer (2:50, HD)

Overall: 3/5

While it’s not among his most fondly remembered roles, James Cagney nevertheless takes Technicolored flight in Michael Curtiz’s Captains of the Clouds. Warner Archive offers another of its Technicolor marvels for public consumption which fans of the film’s stars or director will likely want to add to their collections.

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Published by

Matt Hough


View thread (5 replies)

Nick Eden

Stunt Coordinator
Jun 9, 2001
I note that the Bugs Bunny cartoon has been changed.
The DVD had Fresh Hare as one of two Bugs Bunny cartoons.
I shall buy the blu ray, but keep the DVD for sure.


Senior HTF Member
Sep 8, 2009
Real Name
Matt Hough writes in the headline summary of his review that Captain of the Clouds is: "An uneven wartime drama aided by a wonderful group of actors and marvelous Technicolor."

Although I agree it is uneven, I was still mostly entertained by it. Although Cagney's character is a bit abrasive and reckless at times, he definitely holds your attention. And Alan Hale and the other players are also entertaining. I also enjoyed the Technicolor views of rural and urban Canada in 1941, as well as the planes. There's quite a bit of nifty stunt flying, as well as special effects that were solid for that era, although sometimes they are rather obvious today.

Director Michael Curtiz was clearly helming this big budget production well in 1941, and although the screenplay is a bit lumpy and goofy in places, I could sense the Curtiz touch in the solid entertainment value throughout. It was a hit when it was released just after Pearl Harbor (and as a side note, some scenes reminded me of Spielberg's 1941).

There's a good recreation over the radio in the film of Churchill's famous "We Shall Fight on the Beaches" speech from 1940, which I first heard a bit of (starting at c. 2:25) in Supertramp's epic song Fool's Overture from 1977, not long after it was released. I remember listening to this song on nice headphones 45 years ago now and being blown away.

"We shall go on to the end. We shall fight in France, we shall fight on the seas and oceans, we shall fight with growing confidence and growing strength in the air, we shall defend our island, whatever the cost may be. We shall fight on the beaches, we shall fight on the landing grounds, we shall fight in the fields and in the streets, we shall fight in the hills; we shall never surrender..."

One of the airplanes used by Cagney's character is today in the Dunnville RCAF Air Museum in Canada. Who knows, maybe I'll get there someday.

As all the reviews say, this is another spectacular restoration from the original 3-strip Technicolor negatives. I think it probably looks better than it did in 1942.

PS In The Extras podcast Max Steiner biographer Steven Smith talks about the music for Captains of the Clouds starting at about 46 minutes....

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Stunt Coordinator
Oct 22, 2013
Real Name
Jason Blosser
Perhaps the best Technicolor restoration I have ever seen. A few shots, especially some close-up’s, like like the were filmed yesterday on modern stock. It’s just that crisp.

The film also brings back memories when grandpa and I watched it one rainy Sunday morning in all of its faded glory and commercial breaks.
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Robert Crawford

Senior HTF Member
Dec 9, 1998
Real Name
It's on TCMHD on demand. Looks like HD to me.
Right, I watched it briefly on the TCM channel the other day and was pleasantly surprised that it looked like it was derived from the same sources used for the Blu-ray. I didn't expect that from a Warner Archive title.