Lady Be Good

  • MGM, 1941, B/W, 110 minutes, ***
  • Released September, 1941

Songwriting / romantic duo Robert Young and Ann Sothern break up but, in the best film musical tradition, sing their way back together. The Academy Award winning song “The Last Time I Saw Paris” highlights a score that includes “Fascinating Rhythm,” “So Am I,” “You’ll Never Know.” With Eleanor Powell, Red Skelton, Lionel Barrymore; look for a young Doris Day.

Fun movie! I think my favorite scene is Eleanor Powell dancing with a dog to “Oh Lady, Be Good.” Really cute!

Double feature DVD includes Born to Dance.

Classic Musicals from the Dream Factory Vol. 3 DVD Box Set (shown right) includes this film and Hit the Deck, Deep in My Heart, Kismet, Nancy Goes to Rio, Two Weeks with Love, Broadway Melody of 1936, Broadway Melody of 1938, and Born to Dance.


  • Produced by: Arthur Freed
  • Directed by: Norman Z. McLeod
  • Screen Play by: Jack McGowan, Kay Van Riper and John McLain
  • Based on an Original Story by: Jack McGowan
  • Music by: George Gershwin
  • Lyrics by: Ira Gershwin
  • “The Last Time I Saw Paris” (by) Jerome Kern and Oscar Hammerstein, II
  • Additional Songs by: Roger Edens and Arthur Freed
  • Musical Direction: Georgie Stoll
  • Musical Continuity (for Eleanor Powell): Walter Ruick
  • Vocals and Orchestrations: Leo Arnaud, George Bassman, Conrad Salinger
  • Musical Numbers Directed by: Busby Berkeley
  • Musical Presentation: Merrill Pye
  • Art Director: Cedric Gibbons
  • Associate: John S. Detlie
  • Set Decorations: Edwin B. Willis
  • Gowns by: Adrian
  • Hair Styles by: Sydney Guilaroff
  • Recording Director: Douglas Shearer
  • Director of Photography: George Folsey, Oliver T. Marsh
  • Film Editor: Frederick Y. Smith


  • Academy Award Won Best Song Academy Award (“The Last Time I Saw Paris”)


  • Eleanor Powell [Marilyn Marsh]
  • Ann Sothern [Dixie Donegan]
  • Robert Young [Eddie Crane]
  • Lionel Barrymore [Judge Murdock]
  • John Carroll [Buddy Crawford]
  • Red Skelton [Joe “Red” Willet]
  • Virginia O’Brien [Lull]
  • Tom Conway [Mr. Blanton]
  • Dan Dailey
  • Jr. [Bill Pattison]
  • Reginald Owen [Max Milton]
  • Rose Hobart [Mrs. Carter Wardley]
  • Phil Silvers [M.C.]
  • Berry Brothers [James Berry
  • Warren Berry
  • Nyas Berry
  • Specialty Dancers]
  • Connie Russell [The Singer]
  • Additional Cast: Doris Day [Debutante]
  • Edward Gargan [Policeman]
  • Bess Flowers [Banquet Guest]

Musical Program

  • [0:00] Oh Lady Be Good Lady Be Good (sung by Men’s Chorus behind titles)
  • [0:07] You’ll Never Know (ballad and swing versions sung by Ann Sothern)
  • [0:29] Your Words and My Music (sung by Ann Sothern and Robert Young)
  • [0:40] Your Words and My Music (sung by John Carroll)
  • [0:43] Your Words and My Music (sung by Virginia O’Brien)
  • [0:47] You’ll Never Know (sung and danced by the Berry Brothers)
  • [0:53] Oh Lady Be Good (sung by Ann Sothern with Robert Young at the piano [onscreen] as they compose the song, then sung by Robert Young and Ann Sothern)
  • [0:57] Montage / Medley (Oh Lady Be Good (played and sung by various musicians as the song becomes a major hit)
  • [1:03] The Last Time I Saw Paris (sung by Ann Sothern with Robert Young at the piano onscreen)
  • [1:13] Oh Lady Be Good (danced by Eleanor Powell and her dog – really cute number!)
  • [1:34] Fascinating Rhythm (sung by Connie Russell, danced by the Berry Brothers, danced by Eleanor Powell, sung by Chorus)
  • [1:50] Oh Lady Be Good (sung by Red Skelton, Virginia O’Brien, John Carroll, Ann Sothern and Robert Young)