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Alice Faye, Don Ameche, The Ritz Brothers, Louise Hovick (Gypsy Rose Lee), Charles Winninger and Tony Martin star in "You Can't Have Everything," a 1937 musical from 20th Century Fox. MGM musicals were glamorous; Fox musicals were down to earth, glitzy, and just plain fun. This is one of them. Faye is a playwright, Judith Poe Wells, a distant relative of Edgar Allan Poe's, who takes herself very seriously. She meets a man (Ameche) at a restaurant while eating food she can't pay for and doesn't realize he is a major Broadway producer, George Macrae. He options her play, North Winds. In the meantime, his musical's ingénue (Phyllis Brooks) walks out of the show, and Judith is talked into replacing her by Sam Gordon (Winninger), George's business partner. Though there's another woman (Hovick), Judith falls in love with George and he with her. Complications ensue.

Faye sings the title song and "Pardon Us, We're in Love" and she's wonderful - pretty, vivacious, and she sounds great. Ameche sings in a heady tenor, but the real male pipes in the film belong to Tony Martin, the star of the Broadway show, who sounds glorious. I admit to finding the Ritz Brothers annoying, especially because their numbers seem to go on and on. However, they do have funny moments here.

Enjoyable film and a good example of a prime Fox musical.

New singing sensation Alice Faye joined the pantheon of ultra-talented stars responsible for making musicals one of the most popular genres in 1937 by teaming up with fellow 20th Century Fox collegue Don Ameche. August 1937's "You Can't Have Everything" is their most critically-acclaimed film of the pair's six movies together. Today, the motion picture is known for several secondary on-screen personalities who emerged as stars in their own right.

The money-making hit "You Can't Have Everything"," directed by Norman Taurog, featured the screen debut of burlesque entertainer Rose Louise Hovick, otherwise know as Gypsy Rose Lee. Singer Tony Martin also made an early personal film appearance, belting out a couple of songs, while the Ritz Brothers, Jimmy, Hal and Harry, in their fourth and largest role yet, play assistants to producer Sam Gordon (Charles Winninger), a partner with musical writer George Macrae (Ameche).

Faye plays poverty-stricken playwright Judith Poe Wells, a direct descendent to the 19th-century gothic writer Edgar Allan Poe. She's spotted by George, who hears her golden voice sing for a meal at an Italian restaurant. He tells producer Gordon he's found a great singer who can replace the disgruntled female lead in his musical. Complicating his romantic intentions for Judith is George's tough-nosed girlfriend, Lulu Riley (Hovick, aka Gypsy Rose Lee). To discourage his passion for Judith, Lulu claims George married her while he was in a drunken stupor. Rose's unsympathetic role was a bold move for the well-known performer whose schtick was to shed her clothes by teasing her audiences rather than the common bump and grind movements burlesquers at that time displayed. The child of a vaudeville entertainer, Rose performed in song-and-dance numbers with her younger sister June (Havoc), who later became a star in her own right. When June left for a man, Rose turned to burlesque, and was one of the most popular dancers in her profession. In the five films she appeared in during 1937 and 1938, she was credited as Louise Hovick, even though she had earlier changed her stage name to Gypsy Rose Lee. After two years in Hollywood, she worked sporadically in film, appearing in only seven more movies, the last 1969's "The Over-the-Hill Gang." Her 1957 autobiography, 'Gypsy: A Memoir' was made into the 1959 musical 'Gypsy,' which in turn was adapted to the 1962 film with Rosalind Russell as Rose.

The three Joachim brothers, born in Newark, New Jersey, were led by the oldest, Jimmy. He felt the three needed a more classy stage name early in their vaudeville careers, and spotted the name 'Ritz' on the side of a laundry truck. Jimmy, Harry and Al first entertained as a dance team, then branched into comedy. After six two-reel comedies in 1934, 20th Century-Fox hired them for spot duty in its musicals. Unlike their counterparts, the Marx Brothers, the Ritz looked and acted alike, even though boisterous brother Harry received the majority of their dialogue. The Ritz Brothers left Hollywood in 1943 for Las Vegas after being relegated to low budget movies. They remained a Vegas act until Jimmy suddenly died of a heart attack in December 1965.

Tony Martin's brief appearance with a pair of songs in "You Can't Have Everything" was typical at this stage of his young film career. As an avid saxophone player, the Oakland, California, high schooler played alongside future bandleader Woody Herman in a local orchestra before graduating college in the mid-1930s. Cutting records and doing short stints in film beginning with Fred Astaire and Ginger Rogers' 1936 "Follow the Fleet," Martin fell for Alice Faye while filming "You Can't Have Everything," and married shortly after. The three-year marriage ended when both realized their busy acting schedules were disrupting their marital bliss. Martin's popularity rose through the years, and he became the highest paid Las Vegas performer during the mid-1950s, with sold out shows at the Desert Inn.

As a favorite of 20th Century Fox with production head Darryl Zanuck, Faye, 22, enjoyed ever-increasing popularity in her third year in movies after riding the coattails of radio singer Rudy Vallee from their Broadway days. After "You Can't Have Everything," Zanuck refined her on-screen looks to the more motherly type and gave her several prominent roles, including the following year's blockbuster hit, 1938's "In Old Chicago." She married bandleader Phil Harris in 1941 soon after her divorce from Martin. In one of the rare long-lasting Hollywood marriages, the two remained together for 54 years until his death in 1995.

Variety's film reviewer loved the melding of such a budding all-star cast, writing "You Can't Have Everything" was "a wild and hilarious film musical, one of the best of the series of this type which 20th Century-Fox has turned out."

Starving artist Alice Faye cops a free spaghetti meal at an Italian restaurant and offers to work it off. Broadway director Don Ameche a little tipsy from a night's partying offers to pay her check, but she sings the title song for her supper instead.

Alice could make a good living singing and dancing, but she's carrying a family burden. Her character name is Judith Poe Wells and her grandfather is none other than Edgar Allen Poe. She fancies herself a playwright. Therein lies a big problem for Ameche who's kind of gone goofy on the woman.

Of course Ameche's other problem is Louise Hovick, later known as Gypsy Rose Lee. She's his demanding fiancé who even though she likes to play around on the side holds a marriage certificate over his head even though Ameche may have been blotto when he did the deed in Connecticut.

All this is plot for a very charming backstage musical that also employs the talents of the Ritz Brothers and Alice's current husband Tony Martin. They sing a charming duet Called Afraid to Dream.

However the title song of You Can't Have Everything was the big hit from this show and because studio boss Darryl Zanuck frowned on his stars recording their material for vinyl, Alice never did a contemporary record. The song as the rest of the material in the film is done by Harry Revel and Mack Gordon.

Charles Winninger has a nice role as Ameche's producer. How they con poor Alice into doing what comes naturally is absolutely unmerciful.

You Can't Have Everything is a great Alice Faye vehicle. And wait till you see who Gypsy Rose Lee ends up with. And I'm not sure how that final line from her new betrothed got past the censors.

Director Norman Taurog has a witty script and the top musical performers on the Fox lot to direct, and he delivers. The plot is all too familiar and implausible, but the dialogue sparks it. Leads Alice Faye and Don Ameche are at their most charming and natural, and Faye has a couple of solid hit songs. Too bad Ameche wasn't as lucky. The Ritz Brothers have integrated roles in the plot, ample screen time and deliver several excellent numbers. Tip, Tap & Toe wow with a fine eccentric tap number just before the production number (a clinker) at the end of the film. Character comedian Charles Winninger is somewhat wasted in a largely straight role, but Gypsy Rose Lee (billed under her real name, Louise Hovick, gets a break as a playing the snarky "other woman." Tony Martin has fine pipes but comes off a bit smarmy and mannered in his numbers, and Rubinoff on screen is proof why he was better on radio. Phyllis Brooks and Wally Vernon also deliver snappy bits. Definitely one of the better of 20th Century Zanuck's musicals, although he can't resist his cheesily costumed chorus cuties whose talents are best on display without moving or talking. One chorine with a platter on her head traipsed pigeon-toed down a staircase in a Tony Martin number--at first I thought she was Harry Ritz. I'll watch this film again just to see the Ritz Brothers and Tip, Tap & Toe.

As clichéd as this sounds, while there are better film musicals out there than 'You Can't Have Everything' there are also much worse as well. 'You Can't Have Everything' is patchy but also enormously enjoyable.

While it is said often that people don't see musicals for stories, or shouldn't expect too much from them, the story here is unlikely and over-stretched, sometimes going overboard with the silliness. Not everybody in the cast come off as well as they could. There is too much of the Ritz Brothers, and a few of their scenes do go on for too long and bog down the film. Their material is also a mixed bag, sometimes entertaining and sometimes too noisy and tiresome.

Tony Martin is too stiff and mannered in his role, never looking very comfortable, but he does undeniably sing gloriously (he always did in his films but rarely came off well as an actor). Charles Winninger is rather subdued in an under-utilised and blandly written role, though he does get one very funny line. Violinist/radio personality David Rubinoff plays beautifully but didn't really see the point to him being there personally.

However, Alice Faye is just delightful, having so much energy but also giving a lot of substance to her acting. Don Ameche is a very charming and witty partner, and Gypsy Rose Lee's hoot of a performance comes very close to stealing the show. Louis Prima is tremendously exuberant, and Tip, Tap and Toe have an electrifying tap dance routine that is choreographically 'You Can't Have Everything's' highlight. Phyllis Brooks and Wally Vernon give snappy support and Arthur Treacher is amusing.

'You Can't Have Everything' also looks very pleasing, very nicely shot and well designed. The songs are both sparkling and gorgeously romantic, especially the title song, "Please Pardon Us We're in Love", "Danger Love at Work" and "Afraid to Dream". Norman Taurog directs efficiently, with his one fault being that he could have done more to reign in the Ritz Brothers, and the script sparkles with wit and energy. Two of the best lines coming from Gypsy Rose Lee, but Ameche's quip likening exercise to going to the funerals of his athletic friends is a scream.

On the whole, so much to enjoy but patchy. 7/10 Bethany Cox