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.

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!

Throughout most of the story, Brian MacLean (James Cagney) flies by the seat of his pants, and at times it seems the movie does too. The film starts out about a handful of Canadian bush pilots attempting to learn the identity of a sneaky, job stealing rival, and ends up with the bunch of them joining the Royal Canadian Air Force during World War II. In between there's a love triangle between Cagney's character and his main rival Johnny Dutton (Dennis Morgan) over the affections of Emily Foster (Brenda Marshall). Emily turns out to be a self promoting opportunist who shows her true colors by eloping with MacLean since he showed up with a bankroll first. It seems the only thing Emily has going for her is her fiery good looks, as even her father bemoans her integrity when Johnny comes back for her.

You're probably best served while watching the film to stop questioning the believability of the events on screen and just kick back to enjoy the natural beauty of the Canadian wilderness and the great display of era war planes. I'm no aviation buff, but the sight of all those colorful planes at the various flight training schools was incredible. Hard to believe though that nations actually carried out a World War in such machines when considering today's science and technology.

The rest of the film's cast almost makes it seem like like they might have been going for a comedy, with a lively Alan Hale leading the way, along with George Tobias and Reginald Gardner as fellow bush pilots. Scrounger Harris (Gardner) gets some mileage out of a running gag as a penny pincher; Cagney nails his character with the line "I have no money and he's trying to borrow it". Cagney and Hale ham it up by briefly dancing with each other in another lighter scene before things get somber in the finale.

Apparently many of the RCAF fliers in the movie's graduation scene wound up heading for the War in Europe shortly after filming, receiving their wings from real life Canadian war hero, Air Marshal William 'Billy' Bishop. He appeared comfortable in his brief on screen role, perhaps in the knowledge that the film might have inspirational propaganda value.

Cagney's character has a lot to redeem himself for, and does so in the film's climactic ending. It just struck me how many times he portrays a character that dies at the end of the story, this time realizing that he has a lot to atone for. True to his character, flier MacLean turns a deaf ear to his former buddy and now commanding officer Dutton - "I'm not disobeying orders, I just can't hear you."