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Even tho it's pretty much of a "formula" movie, CAPTAINS OF THE CLOUDS is GREAT fun, and one of my favorite Cagney films. It truth, it's a lot more than that in film history, in addition to having some very intriguing legal ramifications. It contains things that appeal to a wide audience on many levels.

For the airplane nuts out there this one is NOT TO BE MISSED! Many of the aircraft are types that have no other screen exposure, and which today are museum pieces... if examples of them still exist at all. The roster of military and civilian planes makes you DROOL... Tiger Moths (used as RCAF primary flight trainers), AT-6 Texans / Harvards, Lockheed Hudsons, Lysanders (as bush planes), and the most interesting of all... a now EXTREMELY RARE Hawker Hurricane, wearing Nazi markings and playing the part of a Messerschmidt! I suppose the Hayes Office censors kept the script writers from calling it a Fokker, just because THIS cast of reprobates was a wild and crazy enough crew to use that name to try to slip through a few double ententes!

Besides Cagney, the cast is PURE Warner Brothers stock players. Alan Hale always turned in a good performance, and he does it here too as bush pilot Francis Patrick "Tiny" Murphy. Comedic actor Reginald Gardener turns in an excellent, low key performance as "Scrounger", but his subtle comedy is totally upstaged by George Tobias as "Blimp" Lebec, using an absurd mustasche, outrageous costume, and the most outrageous and overblown French Canadian accent ever seen on film!

The story is a combination of wartime flag waver and fairly standard period drama, along with a dash of Saturday afternoon at the movies pot boiler serial thrown in; the final sequence with Cagney versus the Nazi fighter is PURE Hollywood schmaltz, but it's a load of fun.

CAPTAINS OF THE CLOUDS, and the similarly themed A YANK IN THE RAF (Tyrone Power) were the prototypes that set the stage for a hundred other wartime flag wavers yet to come. CAPTAINS was walking into new and unique territory; in theory anyway, Cagney, Hale, Tobias, and every other American involved in the production could have been tried for sedition and imprisoned... oddly enough, for purely patriotic reasons.

At the time CAPTAINS OF THE CLOUDS was filmed, World War 2 was already in progress with the United States remaining on the sidelines as a neutral. Canada, being part of the British Commonwealth, provided assistance to embattled England. Under the terms of the US Neutrality Act, as a combatant Canada was NOT our ally. The provisions of the Act forbade Americans from lending material assistance to Canada, and CAPTAINS OF THE CLOUDS fell into the category of providing propaganda for use by a belligerent nation! According to some sources, the cast and crew were a bit nervous when they crossed the border to return to the United States at the end of filming; the possibility existed that they'd be arrested by Federal agents.

This odd state of political affairs was shown significantly in A YANK IN THE RAF. An early sequence shows American airplanes being provided to Canada by the simple expedient of landing them at the Canadian border, and everyone involved just ignores it as the planes, sans pilots, are pulled away by a stout rope extending across the border into Canada! Such tactics really were employed in the days before Pearl Harbor.

In any case... CAPTAINS OF THE CLOUDS provides it's share of Hollywood ballyhoo too with one of the most campy musical numbers ever made for a movie. In a Canadian nightclub, a male chorus of singing waiters belt out the title song, while cigarette girls in quasi military costume (complete with wings across their blouses) provide a dancing floor show! It's a HOOT!!!

In any event... CAPTAINS OF THE CLOUDS is a snapshot of a simpler time when war wasn't such a contentious matter and the lines between right and wrong were much simpler. It's a good way to spend a couple of hours.

Even if I wasn't such a rabid Cagney fan, I'd still give this one a Thumbs Up!

Watching Captains of the Clouds yesterday, I was struck by the fact that at the time it was made, Canada had no film industry to speak of. If they had I'm sure it would have been a different film.

I yield to no one in my admiration of James Cagney as actor. But quite frankly, he's too urban, too much from the sidewalks of New York to be a convincing Canadian bush pilot. But Brian McLean is a typical cocky Cagney character. So if you can get past Cagney's speech pattern, you'll enjoy the film.

Nice location shooting. I'm not sure where the outdoors stuff was filmed, but it looked convincingly Canadian for me. Shots of Ottawa were blended nicely with back lot studio stuff.

Of the rest of the cast only George Tobias attempts an accent and he's a French Canadien. The rest of the cast does well with old scene stealer Alan Hale leading the pack.

But the official Canadian imprimatur was put on the film because Air Marshal William Bishop appears in it in a scene where graduating fliers are given their wings. For those who don't know, Billy Bishop was the finest of air aces on the Allied side in World War I. He had more confirmed kills than anyone else. He was one of the biggest heroes in Canada at that time and still is held in the highest regard by Canadians.

One thing I am sure though. Billy Bishop may have appeared in the movie, but I can't help thinking he would have much preferred the whole thing be done under Canadian auspices if it could have been.

This is one of my favorite films, but not because of Cagney or Morgan. Brenda Marshall is the jewel in this picture's crown. She provides the blue-jean wearing, North Country beauty in the film and drives the fly-boys crazy. Marshall, who bears a resemblance to Madolyn Smith Osborne, wants to get to the big city regardless of how she gets there. The resulting competition among pilots keeps the story line from being completely aviation oriented. This is a good look at Canadian bush aviation in the 1930's and the cast is excellent. As with all films of this period, airplanes are shown doing things that are aerodynamically impossible, but it doesn't take away from the picture. There are even early aeromedical ideas about how G-forces affect the human body. Filmed entirely on location in Canada, much of the scenery is stunningly beautiful. Canadian politics are even slipped in during graduation ceremony when Air Marshal Bishop refers to pilots from "loyal Quebec." All in all a fun film.

"Captains of the Clouds", it has always seemed to me, is two distinct movies wrapped up into one. What begins as a crisp, light-hearted, colorful story about bush pilots in Canada suddenly transforms itself into a single-minded grim documentary about the Royal Canadian Air Force in the opening days of World War Two.

I don't suppose this abrupt transition from a light-hearted, peacetime human-interest story to an intense procedural war drama would have occurred if the War had not coincided with the production of the film.

James Cagney and Dennis Morgan, the male stars, were well cast for the peacetime opening acts and scenes of "Captains...". Both of them being fine actors, they were also well cast for the grim wartime sequences.

This is an odd and fascinating film that bears watching again and again.

The comments of earlier folks were appreciated .As a Canadian viewer I too appreciated it's accurate parts.And I also thought that Jimmies New Yawk accent was funny for a Canadian .The sentiment was great and the overall picture was good for the times .

In the scene in a pub where the boys sang "Bless Them All" and two of them lamented being rejected from flight school , it was interesting to note (along with the wonderful nostalgia throughout)the long necked beer bottles they drank from.

We old timers knew that they were the originals,before stubby bottles. I say this after recently hearing young people refer to the fact that there used to be stubby beer bottles before the present long neck bottles .Or ,was that only here in B.C.?

Thanks to one commenter for the aircraft info too . And another , for the location of the lake .

Okay, I'll admit that this film is NOT Shakespeare! In fact, at times the plot is VERY VERY formulaic and silly but somehow the overall package is still quite entertaining.

Jimmy Cagney is the main lead of the film, though it actually has an ensemble cast consisting of Dennis Morgan and other Warner Brothers regulars. And unfortunately, the worst part of this film is Cagney's character, as he plays essentially the exact same character he played in so many Warner films. You know,...the brash and obnoxious guy who seems greatly in need of a comeuppance (such as in THE FIGHTING 69th and MANY other films). It's too bad, as the rest of the plot is very very good and this is a wonderful propaganda film meant to bolster support for the war. In fact, the more I think about it, Cagney's character and how it was written so derivatively is the only real problem in the film. It's a shame really, as apart from this the acting is excellent and the Technicolor scenes of the Canadian wilderness and flying are beautiful.

Thundering and patriotic drama about aviators set in Canada and subsequently in England . As the brave team of flyers have to fly over perilous obstacles , hemmed in by impassable Canadian mountains , and blizzards , and after that , on the British/German front dogfighting the feared Nazi planes , as the personal and work ethics of this little crew become magnified to epic proportions . Being inspired by Churchill's Dunkirk speech, famous "Blood, Sweat and tears" radio address . It stars a brash, irresponsable , daredevil bush pilot named Brian MacLean : James Cagney. He offers some other pilots an opportunity of earning a lot of money by making his own flying rules , but he then marries the fianceé : Brenda Marshall of one of them : Dennis Morgan . Later on, the good friends , James Cagney , Alan Hale , George Tobias, Reginald Gardiner after listening Churchill's speech decide to enlist in the RCAF but they are deemed too old to be fliers . At last ! The screen tells the story of Canada's Heroic Birdmen...The Pilots of the RCAF. Packed with power...loaded with thrills...the story of the men who fly against the Luftwaffe...for Canada.

An at times inspiring story of the Royal Canadian Air Force , in which some friends decide to join the RCAF , it is plenty of riveting technical detail and with James Cagney , in his first Technicolor movie , fresh from his Academy Award for Yankee Doodle Dandy , and there's richly rounded support cast . An adventure and unbashedly patriotic drama movie with noisy action , thrills , dangerous aerial scenes and love stories . Here James Cagney is very good , as always , playing in his usual style as the undisciplined bush pilot who doesn't like to obey , as he gets troubles , while steals his best friend's girl , but in true Hollywood fashion , as he shows his true worth when lives in danger , as he finds a way to prove himself a hero as a civilian pilot ferrying a bomber to England . And Brendan Marshall is fine as the attractive adventurer who falls for him , being accompanied by a fabulous support cast , such as : Dennis Morgan , Alan Hale , George Tobias , Reginald Gardiner , Paul Cavanagh , Bishop , Kerrigan and Clem Bevans .

It displays a moving and exciting musical score by MGM classic composer Max Steiner , Michael Curtiz's regular . It's all topped off with the vividly charming Technicolor which typified the period from directors of photography as Wilfrid M. Cline and Sol Polito . This propaganda picture was professionally directed by Michael Curtiz , and there this great filmmaker creates some nice action scenes . Formidable director Curtiz made a lot of films in all kind of genres and creating some masterpieces. He was one of the best Golden Hollywood directors and creator of Casablanca . Curtiz was a prolific and expert filmmaker , making adventures : Captain Blood , Adventures of Robin Hood, Charge of the light Brigade ; Western : Santa Fe Trail , Comancheros , Dodge City ; Drama : Mildred Pierce , Black Fury , Elizabeth and Essex , Jim Thorpe , Passage to Marseilles , Casablanca and Musical : Yankee Doodle , King Creole and Young man with a horn . Rating : 6.5/10. Better than average , well worth seeing . The motion picture will appeal to James Cagney fans.

A great idea to shoot this picture in Canada AND in colour, as the scenery just wouldn't have had the same impact in black and white. Cagney, as bush pilot Brian McLean, is his typical bad-boy self. Something theater audiences around the world had come to expect. Some favorite lines: "If you're lookin' for me, I'll be the drunkest man in the biggest hotel in Ottawa", "I like to swipe my jobs honestly" or "You worked up enough lather to shave all of Montreal".

The first half of the picture seems to set up the conflict he initiates between he and Dennis Morgan back in the rugged bush country of Northern Ontario, while the second half resolves the conflict through Cagney's humbling. Brenda Marshall is stunning as a manipulative small-town tart. Her good sense, or lack of same, is painfully evident when she begs Morgan to "Please take me to Winnipeg!" I understand a North Bay area woman had the good fortune of doubling for Marshall during the scene where Cagney's plane brushes just above her head, as she waves at him from a haystack.

I got the biggest kick from the scene where Cagney and Hale go on and on about Billy Bishop, who is a native of a city in my local area (Owen Sound, Ontario, Canada). Everyone who grew up in Owen Sound and surrounding Grey County knows the name William Avery "Billy" Bishop, a legendary WWI flying ace, who had been promoted to Air Marshal during WWII. After viewing many still photos and silent films of Bishop, this was my first opportunity to see the man move, walk and talk. When I viewed COTC for the first time, I was stunned to find that the Owen Sound Library didn't yet have a copy of COTC (they assure me this is soon to be remedied), but the Bishop Heritage Museum in his native city definitely does and featured COTC on a "Movie at the Museum" night in early 2006.

To clarify a question by one of the previous reviewers, Air Marshal Bishop's comments to the Texan pilot ("Ahhh Texas! One of our most loyal provinces!") is clearly a joke. Bishop, who appears quite comfortable in front of the camera, was undoubtedly improvising with a little dry Grey County wit. Exhibiting a voice and manner that is a cross between Foster Hewitt and Lester Pearson, how can you deny Mr. Bishop was Canadian! I swore Alan Hale Sr. was going to thwack Cagney with his skipper's hat, he was so similar to his son, Alan Jr. of Gilligan's Island fame and seeing Abner Kravitz (of Bewitched fame) before he hitched up with Gladys is a treat, too. We even get a cameo of the actor who played Mr. Brewster from the Beverly Hillbillies. Some interesting TV connections to this 1942 flick.

The North Bay interest in this Hollywood movie, the first one shot entirely on location in Canada, is well documented. See the several pages on the "miscellaneous" link for this film from the North Bay Nugget. One link, on famous Canadian cartoonist Lynn Johnston's website, claims the flick was shot not far from her art studios on Trout Lake, near Corbeil.

Warner Brothers came up with a good idea to make a war picture without the U. S. being involved in said war yet. They made this film about a group of Canadian "bush" pilots who decide to join the Canadian Royal Air Force after England enters the war in 1940.

The film is basically split into two pretty much equal parts. The first part gives you a feel for the toughness of the pilots and the toughness of their work as they are independent contractor pilots hauling goods and people to wherever they are needed in the Canadian wilderness. In the middle of this is a love triangle with Emily (Brenda Marshall), daughter of the owner of a trading post, on one side and pilots Brian MacLean (James Cagney) and Johnny Dutton (Dennis Morgan) on the other two sides. MacLean is just fooling around with her - and she fools back. Dutton wants to marry the girl. Dutton disappears at the end of this first half. Nobody knows where he's gone.

The second half is about Canada entering WWII when England is under attack by Germany starting in 1940, with the bush pilots wanting to sign up and do their part. The film is realistic in the sense that the RCAF tells the Bush pilots that they are too old to be fighter pilots - that nobody over 26 is young enough to be a fighter pilot due to the physical stress. They are offered jobs as staff pilots or instructors, which they take. Tiny (Alan Hale) washes out because of his alcoholism. McLean washes out because he can't follow rules because, after all, this is James Cagney we are talking about! Oh, and it turns out that Dutton disappeared to join the RCAF before the war and now is an officer.

There isn't much acting or real interaction in this second part. It is practically a documentary on the Royal Canadian Air Force as it existed in 1941 and doubles as a film to stir up patriotism. But this film suffered from bad timing. It was released in February 1942, two months after the attack on Pearl Harbor. Still, it made a profit.

Yes, this is a stereotypical role for James Cagney considering all of his other brash roles at Warner Brothers in a paint by numbers plot, but then people paid good money to see James Stewart be basically the same character for decades with no complaints. The Technicolor is stunning, especially the shots of the Canadian wilderness in the first half, and this being Cagney's first color film you get to see that bright red hair of his. It's definitely worth a look.

I would like to pay tribute to the hundreds of pilots who appeared in the film. I do not see mention of them anywhere. One in particular was my great uncle Malcolm James Larke Blunt who graduated and received his wings at the filming. It was exciting that the ceremony was filmed and the family could see the ceremony even though they couldn't be there. This milestone can still be watched by hundreds of relations! We honour him for his bravery some six weeks later when he lost his life battling the Germans over Holland. While the credits omit the brave airmen featured in this film, I will continue to tell my family of this very brave extra!

As a Canadian, I cringed and laughed at all the cliched Hollywood images of us "Canucks". Still, if you give this picture a chance it builds to an unexpected, dramatically heroic climax. Cagney's presence, as always, heightens the film's entertainment value immensely. You end up really rooting for him despite his "bad boy" antics throughout. Director Michael Curtiz has certainly done better but this film succeeds in reminding us that they don't make 'em like they used to. Memorable Cagney line (on the phone trying to calm an irate caller): "You worked up enough lather to shave all of Montreal!"

Captains of the Clouds (1942)

It's always a bit weird to see semi-propaganda films made with mainstream talent, as if it's just another movie. It kind of eats into the credibility of movies in that period in general, as distinctive art forms as opposed to commercial vehicles. So this has (for example) songs by Harold Arlen (Over the Rainbow fame) and Johnny Mercer, and some photography by the great Sol Polito (though there were four shooters involved, due to the range of situations required). And the director is the indisputably excellent Michael Curtiz, who was making "Casablanca" at roughly the same time. This is a movie about the Canadian air effort in the war. The lead by James Cagney is slightly odd in this regard, but it gives the movie creds. The leading woman (reddish hair and very red lipstick for the Technicolor production) is a more suitable Brenda Marshall. The scene is in isolated lake country, dependent on small planes for getting everything they need in and out (including teams of huskies, at the beginning). It's all quite beautiful, and if the characters are back woods caricatures, that's part of the whole schtick with this kind of film. So this is a manly world with people dickering over money, but showing a kind of integrity that makes them dependable and ready to support the war effort once it gets going. The speech by Winston Churchill heard by radio (halfway through the film) is the key turning point, and the men rise above their petty small town rivalries. The "girl" is what really matters behind all their arguments. But war, of course, changes even love. Devotees of war films will appreciate the accuracies in the training and the aircraft used. Of course, this was shot not long after it actually was happening (a year or two) and legitimacy is almost unavoidable on some level. But finally I have to get to the actual plot, the human interactions that make up the story, because this is a weakness overall. The attempts to give personal relatability to the events are natural, but not all that convincing. So seeing it sixty years later it can't be watched quite for the story itself, but for the many parts that make up the overall arc. Curtiz is great and he makes the most of it all. Max Steiner's music helps though it is overblown for a lot of what amounts to documentary sections. The fact it's in color is interesting (for the expense) and it's actually part of what makes it interesting. And it's quite believable, clean, not oversaturated color, brilliantly controlled.

Captains of the Clouds (1943)

*** 1/2 (out of 4)

Extremely exciting actioneer from Warner about a bush pilot (James Cagney) who pisses everyone off and then joins the Canadian Air Force to train pilots for battle in WW2. Top-notch acting, incredibly flight sequences and an all around good story makes this a wonderful little gem that really sticks out from the various war films produced in this era. I've had the chance to see this movie countless times over the years but kept pushing it back and I'm really kicking myself for doing that. The love triangle between Cagney, Dennis Morgan and Brenda Marshall is very well handled and doesn't come off simply as formula melodrama. This mixes in well when we hit the action stuff and the reasoning behind the constant battle between Cagney and Morgan. The entire cast does a great job in their roles and this includes the three leads as well as Alan Hale and George Tobias. The flight sequences are incredibly impressive and the ending is packed with intense action. The Technicolor (Cagney's first) also benefits the film greatly with all the beautiful locations and it really brings the blues out of the skies. The film was certainly made to be patriotic and it pulls that off extremely well with the ending.

I feel that I saw this movie with James Cagneys sister,Jeanne,in the role Brenda Marshall played and was called"BUSH PILOTS".I have not been able to find any reference to this any where.I checked Jeanne Cagney movies with no luck.I checked James Cagney movies with no luck.Can anyone help?It is so vivid in my memory that I can see Jeanne Cagney in the role and the name "Bush Pilots" as the movie started.Jeanne Cagney did not make many movies but I could swear this was one and was never given credit for her role in it-even if it was redone with Brenda Marshall.Granted,she wasn't a "star" as most leading ladys were known,but I'm sure She was in this movie as it was originally released.

"Captains of the Clouds" is an interesting story about Canadian bush pilots who become ferry pilots that deliver bombers across the Atlantic to England early in WW II. The movie was released on February 12, 1942, so it had been in the works and filmed since before the U. S. entered the war after the Dec. 7, 1941, Japanese bombing of Pearl Harbor.

The story centers around some guys who are bush pilots in Canada. Initially, three of them are after the fourth guy, a newcomer, who has been stealing business from them right under their noses. That's Brian MacLean, played by James Cagney. In time though they become friends - except for MacLean and Johnny Dutton (played by Dennis Morgan). Dutton gets his nose out of joint when MacLean makes a play for his fiancé, Emily Foster (played by Brenda Marshall). Then, when MacLean finds out she's more of a gold-digger than a lass in love with the handsome Dutton, he sweeps here away to the city and marries her. Only later does Dutton find out that MacLean did that to keep her from ruining his life and plans.

Dutton goes off and joins the Canadian Royal Air Force, and soon after that MacLean and some others try to join up to do their part in the war. All have designs on being fighter pilots. But they're all too old and instead are trained to be trainers, to use their thousands of hours of flight time to train young pilots. Well, things go wrong for them when Alan Hale's Tiny Murphy can't pass the tests to get in the service, and other problems develop.

The end of the film gives Cagney a chance to once again prove his heroism. This is a good film that was obviously a nice propaganda film for the war effort in Canada. And, it has a fine cast of well-known actors of the day.

An historical note about this film will be of interest to veterans, pilots, Canadians and others. W. A. "Billy" Bishop appears in the film in his real role as Air Marshall of the RCAF for recruiting. The famous WW I ace, who downed more than 70 German planes in that war, had been commissioned to head the recruiting effort for Canadian pilots in WW II. Bishop has a nice scene presenting their wings to graduates of the flying school.

When L. A. C. Grove steps forward to receive his wings, Bishops asks, "Where are you form, Grove?" Grove says, "Texas, sir." Bishop says, "One of our most helpful provinces." Grove replies, "We think so, sir." Bishop says, "Well, I think so too." And Grove replies, "Thank you." The air marshal concludes, "And we thank you for coming up here and helping us."

This is a good film, in color, that those who are interested in everything around WW II especially should enjoy. Besides some good scenes of bush flying, it has some good scenes flying scenes of military aircraft of the period.

Here are some other lines from the film.

Popcorn Kearns, "Don't try to fly through the clouds - fly over 'em."

Superintendent Nolan, "I, uh, brought the money for the season's work, then. That make you feel better?" Brian MacLean, "Oh, yes. When a man is missing in a storm, it looks like his time is up, the sight of money always makes me feel good."

Commanding Officer (Ellis Irving, uncredited), "No, gentlemen - modern air fighting is a young man's game."

James Cagney's stalwart expression on the poster, and a glorious title like CAPTAINS OF THE CLOUDS involving Canadian Bush Pilots training to fight in World War II, could be misleading for anyone loving the tough, snarky, womanizing Cagney: the persona that built his reputation before venturing into more serious matters -- especially after the Second World War broke out...

But most of this film has the pint-sized icon of the previous decade, naturally playing a daredevil pilot stealing jobs from his fellow airmen, using every trick in the book and being shrewder than ever...

He's got his sites on a younger pilot's gorgeous fiancé -- she too is a money-grubbing rogue and both make a fiendish pair: as Brenda Marshall is the perfect mix of lovely and deceitful, wisping her long black hair while planting a soft spike into kindhearted idealist Dennis Morgan... for what seems like two pictures, she stills the first (and best) one, hands down...

Meanwhile, scenes involving Cagney teaming up with Morgan and Alan Hale in their own cargo business lead to the group joining the Royal Canadian Air Force where Cagney's cocky persona, training young fliers to take risks instead of following orders, gets him in hot water with the hard nosed military elites... including a vengeful Morgan...

Like all Cagney's best characters, the ramifications mean nothing... He's in it for the thrills and blind adventure and the audience takes part...

But the last thirty minutes, as the group fly off into the inevitable battle (accompanied by Winston Churchill's famous speech), seems a bit rushed and doesn't live up to the energetic first act of double-crossings and Arial scenery over plush Canadian exteriors...

Director Michael Curtiz, a few years shy of CASABLANCA, wields each shot with precision so there's never a dull moment, and the aerial scenery is terrific, especially along the Canadian marshes...

But Cagney being Cagney (matching Brenda Marshall as his feisty match) is what really delivers the goods throughout this overlooked gem, far exceeding your typical wartime propaganda.

James Cagney was really something, wasn't he?

For most of "Captains of the Clouds," he plays a grade A jerk. You know at some point he's going to man up and become the hero, which he does, but he really does a lot of sketch things along the way. But you root for him the second he shows up on screen, because his charisma and pure likability make him more appealing than anyone else in this movie.

"Captains of the Clouds" is a yarn about rival bush pilots flying goods back and forth over Canada, and then becomes a bit of military propaganda romanticizing the heroism of flying soldiers. This was 1942, so.....

Nothing about this movie is very memorable, but nothing about it is egregiously bad either. It's one of the hundreds of filler movies that got spit off of the Hollywood assembly line during the war years that were designed to keep up war morale first and entertain people second.

This film was Oscar nominated for its color cinematography, and it indeed looks great, with lots of aerial footage. I had just watched "Blood and Sand" right before this, which won the Oscar in that same category the year before, and this one looks much better. "Captains of the Clouds" was also Oscar nominated for its color art direction.

Grade: B-

Yes! This movie is full of cliches; however, from a historical perspective, the movie provides a brief glimpse into a bygone world of Canada's preparation for war in Europe. Aircraft enthusiasts will delight in seeing Harvards and Lockheed Hudsons as well as the bush planes typically used in that era (Otter, Norseman etc some are still flying!).

Listen closely to Air Marshall Billy Bishop's remark to an American pilot receiving his wings, that "Texas is a great province"! Either this was an intended joke or the producers don't know their geography.

When a provost marshal enters the "Club Penguin" and orders Dennis Morgan and the other intrepid flyers back to the air base, they all exit with the floor show performers singing and dancing to the theme song, "Captains of the Clouds." It is without doubt one of the corniest scenes in that era's cinema--and there were plenty of such scenes in early 1940's film. Michael Curtiz, who directed "Casablanca" and other famous films, should have known better.