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The O Canada Blogathon: «Captains of the Clouds» (1942)

Theatrical release poster
Directed by Michael Curtiz, Captains of the Clouds (1942) follows a group of established bush pilots — Johnny Dutton (Dennis Morgan), «Tiny» Murphy (Alan Hale), «Blimp» Lebec (George Tobias) and «Scrounger» Harris (Reginald Gardiner) — who find that a new pilot, Brian MacLean (James Cagney), has been stealing their jobs. While getting out of his plane one day, Brian slips and injures his head. Realizing how serious the injury is, Johnny flies to nearest town under risky conditions to fetch a doctor for Brian. Grateful for Johnny's heroic actions, Brian helps him earn enough money to fund his own airline. Brian warns Johnny that if he marries his gold-digging girlfriend Emily (Brenda Marshall), he will not have the money for long, but Johnny angrily strikes out at him. Determined to save Johnny from a life of misery, Brian decides to marry Emily himself. 

Learning that Emily has married Brian, Johnny runs off to join the Royal Canadian Air Force, while Brian, Tiny, Blimp and Scrounger fly on as bush pilots. After hearing Winston Churchill's «We shall fight on the beaches» speech on the radio, Brian and the other pilots are moved to join up and fight the Nazis. When they go to enlist, however, the RCAF tells them that they are too old for combat duty. Instead, they reluctantly agree to train as flight instructors for the British Commonwealth Air Training Program, under the orders of none other than Dutton. Eventually, Brian's brash and fiercely independent nature gets him cashiered from the RCAF, while Tiny is discharged for habitual drinking. For revenge, Brian and Tiny buzz the airfields in their bush planes when Canadian World War I flying ace Billy Bishop (playing himself) is pinning wings on new pilots. Pulling out of the dive too aggressively, Tiny suffers a blackout, crashes his plane and dies. When the RCAF puts out a call for civilian pilots to ferry a group of unarmed Lockheed Hudson bombers across to England, Brian pretends to be Tiny and volunteers. Johnny recognizes him, but nonetheless permits him to fly after the two reconcile. Near the coast of the British Isles, the bombers are ruthlessly attacked a single German fighter plane, which shots down Blimp's plane and then kills Scrouger, who was serving as Brian's navigator. Using his expert flying skills, Brian crashes his bomber into the nimble fighter, sacrificing himself to save the remainder of the group and allow them to complete their mission.

 Brian: Now look, fella, there's nothing left for me this side of the ocean. I know that, I'm all washed out. But with the RAF, I make a crack at another start, who knows. And there's one slim chance I get even for Tiny. 

Before Pearl Harbor, the big Hollywood moviemakers approached World War II rather cautiously. Anti-Nazi pictures like Warner Bros.' Confessions of a Nazi Spy (1939) and MGM's Three Comrades (1938) and The Mortal Storm (1940) acknowledged the realities of war while pretending to support America's neutrality in the conflict. However, when the Royal Air Force (RAF) began to engage the Luftwaffe over British soil in the summer of 1940, the American public was suddenly captivated and so, consequently, was Hollywood. By early 1941, the major studios had gone beyond stories about training American servicemen in such features as Paramount's I Wanted Wings (1941) and rushed to films that depicted Americans joining up to fly alongside the British, including Warner Bros.' International Squadron (1941), Universal's Eagle Squadron (1941) and 20th Century Fox's A Yank in the R.A.F. (1941). As interested as all the other studios appeared to be in the war, it was Harry, Jack and Abe Warner who actually committed film and resources to the Allied cause. In the early days of the Second World War, Warner Bros. had sent money to Britain to purchase two Spitfires for RAF and produced a short fund-raising documentary called London Can Take It (1940) at their Teddington Studios in England, in addition to several films with anti-Nazi and patriotic themes. 

Meanwhile, the British Commonwealth Air Training Program (BCATP) was suffering from «a serious image problem,» which led to «a critical shortage of trained pilots for its bombing and gunnery schools.» To bolster its public image, the head of the newly formed Directorate of Public Relations of the Royal Canadian Air Force (RCAF), Joseph W. G. Clark, along with World War I flying ace William A. «Billy» Bishop and senior bureaucrats at the Department of National Defence For Air, «hit upon the idea of a full lenght feature motion picture to illustrate the work of the RCAF before the mass audiences in Canada as well as abroad.» Although the National Film Board of Canada had been created two years earlier just to produce this kind of wartime «morale boosting,» Clark had higher ambitions. He went directly to Hollywood and, in late January 1941, signed a contract with Warner Bros. producer Hal B. Wallis for a feature-lenght film «to illustrate the gallant work of the Canadian air force in the war against Germany.» Inspired by a magazine article by Arthur Horman, the general idea of the picture was to show Canadian «bush pilots at work, turning their skills at military uses in wartime.»

James Cagney in a publicity still for
Captains of the Clouds
After purchasing the rights to Horman's piece, Wallis hired novelist Norman Reilly Raine, the creator of the iconic Marie Dressler character Tugboat Annie, to write a screenplay with the working title «Bush Pilots.» Although born in the United States, Raine had served with the Canadian Expeditionary Force during World War I, before becoming assistant editor at MacLean's Magazine in Toronto. A Warner Bros. contract writer since 1936, Raine had a number of hits to his credit, including The Life of Emile Zola (1937), for which he received an Academy Award, The Adventures of Robin Hood (1938) and The Fighting 69th (1940), which featured James Cagney, Alan Hale and Dennis Morgan. 

While Raine's «Hollywood instincts» were enough to carry him through the first half of the script, he needed to do research for the sequences involving life in the BCATP, which would dominate the second half of the story. Almost immediately, Clark's press office in Ottawa began assembling and forwarding to Hollywood an exhaustive history of the RCAF, along with «descriptions of Wings Parades and training sequences; details of air force procedure and language from syllabus to slang; stills of the exteriors and the interiors of buildings, training aircraft, crash trucks and ambulances; data on the drill squad and the band; aerial photographs of locations; and samples of uniforms, badges and buttons.» In addition, Clark asked Chief of Air Staff Lloyd Breadner to collect pictures of control towers, instructors' quarters, an airmen's Christmas dinner and recruiting posters for future use in the film. Finally, he instructed Breadner to borrow portraits of Canadian WWI aces William George Barker, Raymond Collishaw and Alan Arnett McLeod, adding, «Rob them from Billy Bishop's office if necessary.»

Billy Bishop and James Cagney on location
Unlike A Yank in the R.A.F., a great effort was made to guarantee that «Bush Pilots» would be as authentic as possible. The RCAF Directorate of Public Relations hired Flight Lieutenant Owen Cathcart-Jones, a renowned long-distance flyer who had served in the Fleet Air Arm (FAA) branch of the British Royal Navy, as technical adviser and screenplay consultant. He became responsible for the accurate depiction of every aspect of the RCAF in the film — including which BCATP stations and which RCAF aircraft were to be filmed. Among other things, Cathcart-Jones ensured that all locations representing Canada were real and not artificial Hollywood backlot recreations. 

As smoothly as pre-production seemed to be going, several issues remained unresolved, among them the final name of the picture. In May 1941, Wallis sent Clark the studio's first batch of suggested titles, ranging from «Shadow of Their Wings» to «The Fighting RCAF.» In turn, the RCAF offered such names as «Winged Bridge,» «Wings of Canada,» «Bush Pilots Over the Sea,» «Tails Up» and «Atlantic Ferry.» The search ended unexpectedly, however, when Wallis came across a copy of the Canadian movie periodical Motion Picture Digest featuring reprinted portions of a Victory Loan campaign speech, which appealed to «every man and woman to do their duty by supporting the loan [and] those glorious captains of the clouds, the youngsters of our Empire, who, against vastly superior numbers, saved [...] not only [...] Britain, but civilization for the whole world.» The author was none other than Honorary Air Marshall Billy Bishop.

Michael Curtiz resting on the set
By this time, Bishop was deeply involved in promoting the Royal Canadian Air Force and all its endeavours. For five years, he had argued frequently and passionately that Canada's «most valuable contribution [in wartime] would be a trained air force.» Bishop had also been instrumental in soliciting American pilots to the BCATP via the Clayton Knight Committee as early as 1939. Then in 1940, just a week before the RCAF-Warners movie deal was signed in New York, Bishop's mission the make Canada «a nursery of air crews» was given a real boost; he became the RCAF's director of recruiting and indirectly contributed the the brand new Warner Bros. feature about the BCATP. 

Throughout the early summer of 1941, Wallis worked to assemble a production team for what he described as «by far the most extensive and difficult venture in location work undertaken by Warners since the silent period.» Hungarian-born Michael Curtiz, the Oscar-winning director of Casablanca (1942), would helm the picture, aided by Italian cameraman Sol Polito. Cinematographer Elmer Dyer and stunt pilot Frank Clarke, the team responsible for the dogfighting sequences in Howard Hughes's World War I epic Hell's Angels (1930), would oversee aerial filming, while the aerobatic scenes would be supervised, and in some cases performed, by stunt pilot Paul Mantz, whose credits during his ten years in Hollywood included flying a Stearman biplane through a hangar in Air Mail (1932), as well as crash-landing another Stearman between two trees for When Willie Comes Marching Home (1950).

Alan Hale, Dennis Morgan
and James Cagney
The supporting cast consisted of a number of Warners' stock actors, including Dennis Morgan, who became one of the studio's top leading men between 1943 and 1949, appearing in such films as Christmas in Connecticut (1945) and Two Guys from Milwaukee (1946); veteran performer Alan Hale, who later appeared with Morgan in God Is My Co-Pilot (1945) and My Wild Irish Rose (1947); George Tobias, a featured player in several James Cagney pictures, including Yankee Doodle Dandy (1942), who later achieved success in the ABC sitcom Bewitched (1964-1972); and English-born Reginald Gardiner, who co-starred in A Yank in the R.A.F. and Christmas in Connecticut. Ida Lupino, whose career had begun at Warner Bros.'s Teddington Studios in London, was originally cast as the female lead, but she was eventually replaced by newcomer Brenda Marshall, better known for being the wife of William Holden.

Marshall and Cagney on the set
The task of finding a suitable leading man to star in Captains of the Clouds proved somewhat problematic. After considering Errol Flynn, Clark Gable and the Canadian-born Raymond Massey, who reportedly had brought Arthur Horman's "Bush Pilots" magazine story to Hal Wallis's attention, Warner Bros. decided to hire George Brent. That idea was soon discarded, however, as the studio was unsure of Brent's ability to carry the picture. The male lead vacancy was finally filled in early July 1941 when Jack Warner persuaded James Cagney that he "would be combatting Nazism by undertaking the role" of bush pilot Brian MacLean in his first film in Technicolor. Cagney, who was not crazy about the script "The plot was the same old crap: I'm a no-good who winds up doing good," he later said only accepted the offer after Warner agreed to take his younger brother William on as associated producer. 

The Captains of the Clouds "entourage" of about 80 technicians and production staff, as well as $500,000 worth of color cinematography equipment, arrived at the United States-Canada border on July 12, 1941. Detailed Customs and Immigration checks, including a delay over Polito's Italian citizenship (Italy was an Axis power) stalled the entire process. Initially housed in a "tent city" at Canadian Forces Base Uplands, the cast and crew were checked into the historical Château Laurier hotel in Ottawa by the time filming began on July 15. The film was shot entirely on location in Eastern Ontario; much of the early footage involving the bush planes was shot at Trout Lake in North Bay and Jumping Caribou Lake in Marten River, while the military background sequences were filmed at No. 2 SFTS at Uplands, Central Flying School at Trenton, No. 6 Bombing and Gunnery School at Mountain View and No. 1 Manning Depot in Toronto. Captains of the Clouds also included several views of the Château Laurier, Parliament Hill and the National War Memorial.

James Cagney's Noorduyn Norseman Mk I
For a film that was slated to be "Canada's first air epic," having authentic aircraft was strictly necessary. When Joe Clark was searching for suitable airplanes for the bush flying sequences featured in the beginning of Captains of the Clouds, J. A. Wilson, Controller of Civil Aviation, provided him with "a list of 17 Waco, Norseman, Fairchild and other types of bush aircraft currently equipped with floats, and available for lease from such firms as Austin Airways, Dominion Skyways and Laurentian Air Services." Ultimately, Laurentian signed a contract with Warners two days before production was set to begin, agreeing to lease it the Custom Waco, CF-BDO, which was assigned to Hale's character and can be seen in the film's opening sequence. The studio had the Waco and the other leased aircraft, including Cagney's Noordyun Norseman Mk I and Morgan's Fairchild 71C, "repainted in bright colors for the benefit of the Technicolor cameras" and gave them fake registration. A repainted Hawker Hurricane posed as a German Messerschmitt Bf 109 for the film's climatic ferry mission. All the aircraft used in Captains of the Clouds can be founhere.

Alan Hale filming at North Bay, Ontario
Principal photography on Captains of the Clouds did not proceed smoothly; the ten days the cast and crew spent filming the bush piloting scenes in North Bay turned out to be the toughest of the production. Weather was a constant challenge: it rained nearly every day and, one afternoon, lightning struck a camera reloading shed, burning it to the ground. In addition, it was so late in the season that some of the leaves began turning to their fall colors, throwing the scene continuity off. 

A number of incidents involving the neighboorhood wildlife also slowed down production. During an early rehearsal with a pack of Husky dogs, one bit Dennis Morgan, opening up a gash on his hand. Beavers flooded the road to the filming site so badly that crew cars got stuck repeatedly and, on one occasion, a bus en route to the day's shoot skidded off a steep road, injuring three crew members. Another time, Cagney, who did not like the idea of doubles performing his stunts, insisted on doing a scene in which his character is knocked from a pier into the water by a whirling propeller. He fell off as required, but suffered a small concussion, which put the shoot at North Bay farther behind schedule. Afterwards, Cathcart-Jones informed Wallis and Curtiz that in such a situation the propeller would have been turned off long before reaching the pier "and we had gone through this experience for nothing."  

A key scene in Captains of the Clouds is of an actual RCAF "Presentation of Wings Ceremony" conducted by Billy Bishop, which had to be filmed repeatedly. What complicated Bishop's speech and coreographing of several hundred Royal Canadian and Royal Australian Air Force graduates, officers and ground crew in front of the camera was the fact the script "called for a plane flown by Cagney to perform stunts over the ceremony, showing the character's contempt for officialdom, which later changed to patriotism." Timing Mantz (doubling for Cagney) as he flew over the parade was extremely difficult, but there were other problems: Bishop showing up late, engine trouble, rain, technical mishaps and even an unexpected visit from the governor general of Canada, His Excellency the Earl of Athlone. After a week, when it became clear that the mechanical, atmospheric and human elements could not possibly be coordinated for the sequence, Curtiz decided to concentrate on the ceremony and Bishop's speech and to simulate the Norseman buzzing the Wings Parade. In the end, as Wallis explained, they "had to piece together fragments of film footage from the many days of shooting in order to achieve a finished result."

Filming the Wings Parade sequence at No. 2 Service Training School at Uplands

That Billy Bishop. He was something. Why the Canadians have never made a movie biography of him, I'll never know. Smart, masculine as hell, honest, a true hero with just the tiniest bit, and a very proper bit, of arrogance, and above all, he was the epitome of that old cliché, a born leader of men. That is one terrific scene, the pinning of the wings, and we had one hell of a time getting it because of the weather. I love Canada, a great place, but we forget sometimes it's the home of an awful lot of weather.
(James Cagney) 

In February 1942, a month before Captains of the Clouds premiered in North Bay, the RCAF transported copies of the film to cities around the world so that it would open simultaneously in New York, London, Ottawa, Cairo, Melbourne, Toronto, Winnipeg and Vancouver. Billy Bishop attended the New York opening along with 200 RCAF cadets and other officials. Released in a period of patriotic films with obvious propaganda themes, Captains of the Clouds performed extremely well at the box-office, becoming Cagney's second highest-grossing picture after Yankee Doodle Dandy. Reviews were somewhat mixed, however; critics considered the plot predictable and the romantic storyline forced, but agreed that the aerial scenes were excellent. As Bosley Crowther of The New York Times wrote, "the scene of RCAF training are impressive and dignified, a sequence showing the presentation of wings to graduates by Air Marshall Bishop is moving [...] and a shot of bombers taking off for England in the hour before dawn in pulse-quickening." In addition, the picture earned two Academy Award nominations, for Best Color Cinematography and Best Interior Decorating.

More importantly for the Royal Canadian Air Force, Captains of the Clouds succeeded in showing Canadians and their Allies the importance of the British Commonwealth Air Training Program and validated the unofficial campaign to recruit American pilots for the RCAF and the BCATP. After the bombing of Pearl Harbor in December 1941, however, the tide of American pilots shifted to the other direction and RCAF recruiting offices across Canada recorded a decline in enlistment in the two weeks following the film's premiere. Nevertheless, the vivid aerial scenes stirred the hearts and mind of audiences, prompting some to join up and others to keep faith that the Allied forces would win the war.

This post is my contribution to The O Canada Blogathon hosted by Speakeasy and Silver Screenings. To view all entries, click the links below.

DAY 1 | DAY 2 | DAY 3 | DAY 4 | DAY 5


Behind the Glory: Canada's Role in the Allied Air War by Ted Barris (2010) | Cagney by John McCabe (1997) | For the Love of Flying: The Story of Laurentian Air Services by Danielle Metcalfe-Chenail (2010)


  1. Your review makes me want to stand up and cheer! Not having seen this film (and I call myself a Canadian! Sheesh!) I didn't realize Billy Bishop's involvement in the film. Loved the quote you included from Cagney praising Bishop.

    Fascinating story behind the film. Sounds like the filming would make an interesting movie all its own!

    Thanks so much for joining the O Canada blogathon, and for sharing all your research and hard work. This is a stellar article.

    1. Thank you for reading. It was fascinating learning about all the effort that went into putting this film together and the Canadian involvement in the early days of World War II. And thank you for hosting such a wonderful blogathon.

  2. Excellent article. So much to learn about the making of "Captains of the Clouds". The movie is gorgeous to look at and the contemporary reviewers nailed it.

    I don't wonder at Cagney wondering about no Canadian made movie about Bishop, but there is the play "Billy Bishop Goes to War".

  3. Great post on a great-looking film, with lots of neat background info. I hate to make light of all the difficulties they had, but the invasion of beavers blocking the road made me chuckle. How Canadian can you get :) Thank you for contributing such a nice post to the blogathon.

    1. Yeah, the beavers blocking the road was kind of funny. :)
      Thank you for reading. And for hosting, of course.

  4. Wow! Top-notch post! Loved learning about all the behind-the-scenes work that went into this picture.

  5. This is awesome. My daughter in laws grandfather was in this movie handling his horses. Apparently the man they had as handler ouldn't manage them so her grandfather had to take the reins. Do you have any idea where we might find this movie and watch it?


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