Very odd MGM musical that mixes huge production numbers with depressing, heavy-handed melodrama. The main characters are played by Judy Garland (great and full of life),Jimmy Stewart (looks and acts miserable),Hedy Lamarr (incredibly beautiful but vacant),and Lana Turner (pretty good until she goes bad and REALLY overdoes it). Everybody looks fantastic...even Turner when she falls apart.. The production numbers are astounding with unbelievable costumes (this film really should have been in color). They're very long but never dull...the standout numbers are "You Stepped Out of a Dream" and "I'm Always Chasing Rainbows". The one problem is the melodrama is really overwrought and overdone. It drags the movie down and makes it seem much longer than it is (there's no reason for this to be dragged out over 2 hours). Still, see this for the songs and costumes.

Three girls get a chance to being new Ziegfeld girls. Elevator girl Sheila Regan (Lana Turner) with boyfriend Gilbert Young (James Stewart) finds herself pursued by a millionaire. Susan Gallagher (Judy Garland) has to abandon her vaudeville act with her father. Sandra Kolter (Hedy Lamarr) is a mystery woman from overseas.

The cast is filled with legendary names. That alone makes this an interesting movie. Each girl's story is compelling to some extent. At least, it's interesting to watch the legendary beauties. The least interesting is the actual Ziegfeld Follies. It's only a line of beauties walking down the stairs in costumes. The song and dance for the three is mostly walking around. It's not much of a song and dance play. Judy Garland doing vaudeville with her show business father is far more interesting. Of course, she is perfectly comfortable with that. Lana Turner gets to play opposite Jimmy Stewart and has the juicier story. Hedy Lamarr has the least compelling story which ends with simply walking away. All in all, it's a great star watch and a functional musical.

I first saw this film at the old Ziegfeld Theater in Manhattan back in the Sixties. The theater was showing a triple Ziegfeld feature: The Great Ziegfeld, Ziegfeld Follies and Ziegfeld Girl. It ran over 8 hours and I was blinded by the sun as I emerged from the darkened theater.

It was all worth it because as the cliché goes, they really don't make them like that any more.

Seeing it today or even in 1967 one probably wonders why one doesn't see Mr. Ziegfeld in this film. He's a shadowy genius and his two aides Paul Kelly and Edward Everett Horton are in operational charge of his shows in Ziegfeld Girl.

My answer is that William Powell who made such an impression as the great Broadway producer in The Great Ziegfeld five years earlier was probably not available for this film, that Louis B. Mayer had him committed to other projects. And Mayer probably decided that no other player would stand comparison.

Anyway this film is the story of three women who are picked for the Ziegfeld Follies. Three beauties as it were; Lana Turner, Judy Garland, and Hedy Lamarr.

Lamarr has her fling with success and a fling with married singer in the show, Tony Martin. After that she decides to work on her own marriage to violinist Philip Dorn.

Garland of course has real talent and she has the success similar to what she normally has in her 'let's put on a show' movies with Mickey Rooney. Like in her own life, her character is a child vaudeville trooper and her dad is played by Charles Winninger. The family name for Garland and Winninger is Gallagher. And this plot device allows Al Shean to revive his old vaudeville act with Winninger. Shean himself was a Follies veteran with his late partner Ed Gallagher and the two of them had a great patter number, Mr. Gallagher and Mr. Shean and it was revived very nicely here with Winninger pinch hitting.

Turner is the quintessential girl from Brooklyn who's discovered while operating an elevator for the Follies. She's a girl with a taste for the material things that her truck driver boyfriend James Stewart can't provide. She gets them though, fame, wealth, expensive grown up toys for girls; but at a big price.

Except for the Gallagher and Shean number the musical chores here are carried out by Garland and Martin. Judy's numbers are nice, especially Minnie from Trinidad. But the hit of the film was sung by Tony Martin with You Stepped Out of a Dream. That song was the last lyric written by Gus Kahn who was one of the great Tin Pan Alley lyricists back in the day. Kahn died after this film was completed.

Fans of Judy Garland who are still legion will love this film. Fans of musicals in general will find it very entertaining.