Music director: Charles Previn. Music orchestrated by Frank Skinner. Singing coach for Miss Durbin: Andres de Segurola. Songs (all Durbin): "Because" by Guy D'Hardelot and Edward Teschemacher; "The Last Rose of Summer" by Thomas Moore and Richard Alfred Milliken.

Copyright 30 March 1939 by Universal Pictures Co., Inc. New York opening at the Rivoli: 17 March 1939. U.S. release: 24 March 1939. Australian release: 27 April 1939. 90 minutes. COMMENT: An absolute delight, Three Smart Girls Grow Up comes across as an amusing, immaculately produced fairy tale. True, the characters (aside from Miss Durbin herself) bear little relationship to those presented in the original Three Smart Girls, but the movie is all the better for this dichotomy. It's nice to see Nan Grey taking a major part in the proceedings instead of sitting on the sidelines, Charles Winninger acting occasionally with a bit of restraint (the scene in which he finally listens to the disturbed Durbin is one of the film's many great moments),and Nella Walker infusing her matronly study with a few flares of temper.

The rest of the players are likewise in excellent form, particularly Helen Parrish (a good lookalike for the replaced Barbara Read),Robert Cummings (at his most charmingly exuberant),William Lundigan (brilliantly outlining a handsome has-it-all with plenty of ingratiating surface charm but no depth),and of course Miss Durbin herself.

Someone (perhaps producer Pasternak) also had the good sense to persuade Koster to direct the movie with a bit of style for a change, and never mind the expense. Koster is often quoted as declaring that he hated to waste his energies planning camera movements when he could be coaching the players instead, but here he really lets himself go with sweeping tracking shots that really show off the sets and keep interest bubbling by giving added point, drama and humor to many of the scenes. This is a movie that moves!

Backed up by a high-class script, lavish production values and the expertise of skilled artisans like photographer Valentine, Miss Durbin has a vehicle worthy of her talents. She sings enchantingly too!

In 1939 Deanna Durbin was reunited with director Henry Koster and Charles Winninger, Nella Walker and Nan Grey in this sequel to "Three Smart Girls". Helen Parrish (who was the meanie in "Mad About Music" and the upcoming "First Love") took over the role of Kay from Barbara Read (who was very similar to Deanna in looks and personality). Robert Cummings and William Lundigan play the romantic interests.

The film starts with a ball given for Penny - her father, forgetting all about it, comes in late and flustered. Penny sings "Invitation to the Dance" to an entranced audience. Joan (Nan Grey) and Richard (William Lundigan) announce their engagement but Kay (Helen Parrish) is not happy - she has a secret crush on Richard.

Penny goes on a mission to find Kay a boyfriend and she finds Harry (Robert Cummings),a musician where she takes singing lessons. She sings the lilting "La Capinera" (the wren) in an amusing scene where she asks Harry to dinner. Another funny scene - when he comes to dinner he is obviously smitten with Joan but Penny does her best to throw him and Kay together. "The Last Rose of Summer" is sung by Penny to her father to convince him she still needs singing lessons!!!

When Richard comes back on the scene, he takes them all to a night- club - the same one where Harry works. Harry is in love with Joan but is told Penny is madly in love with him!!! From the start Penny has been trying to get advice from her father, who is just too busy and harassed to listen to her (probably why her parents were separated in "Three Smart Girls"). The film ends with a wedding where Joan and Kay both get the man of their dreams and Penny gets to sing the beautiful song "Because".

Bess Flowers "the extra with something extra" can be glimpsed as a woman in Winninger's office.

Recommended.

THREE SMART GIRLS GROW UP (Universal, 1939),directed by Henry Koster, is a continuing story about the trials and tribulations of New York City's daughters of high society, the three Craig Sisters, first introduced in THREE SMART GIRLS (1936). Three years later, the sisters, mature and vibrant, as portrayed by Deanna Durbin (the talented singer),Nan Grey (the attractive blonde) and Helen Parrish (enacting the role originally enacted by brunette Barbara Read),along with Charles Winninger and Nella Walker as their parents, this original screenplay by Bruce Manning and Felix Jackson, is almost reminiscent to the Fannie Hurst's based story, FOUR DAUGHTERS (Warners, 1938) that served as a star attraction for both the Lane Sisters and Gale Page in the title roles, where romantic problems revolve around two of the four sisters in love with the same man. For this well intentioned sequel, two of the "three smart girls" encounter similar situations, but less dramatically.

The story opens with the credit titles imposed over Kay (Helen Parrish) and Joan (Nan Grey) rehearsing their younger sister, Penny (Deanna Durbin),on how to address her birthday party guests with "How do you do?" and correctly pronouncing the name of the visiting Mrs. Kithaven (Kathleen Howard),a friend of the family who's not really "dead." As Penny entertains with her singing, Bostonian Richard M. Watkins II (William Lundigan) proposes marriage to Joan. While this is pleasing news for everyone, Kay, who is secretly in love with Richard, holds in her true emotions. Penny discovers something terribly wrong when she sees Kay placing her diary that expresses her true feelings for Richard into the fireplace and crying herself to sleep. The next morning, Penny stumbles upon an idea from Binns (Ernest Cossart),the family servant, by obtaining a new beau for Kay so she'll forget the one she loved and lost. Penny locates one in a music school she attends, Harry Loren (Robert Cummings),a flute player in the orchestra formerly from New Hampshire, whom she feels to resemble that of actor "Clark Gable." Inviting him over for dinner so she can play matchmaker, Penny finds Richard paying more attention to Joan than to Kay, and for this orders him from the house, much to the surprise the family. Plans continue to backfire for Penny as she intends to set things right, causing the embarrassed Kay to publicly give her intrusive sister a facial slap in front of Richard, thus, bringing some very hard feelings and unhappiness for all, especially on the eve of Joan's wedding.

While THREE SMART GIRLS GROW UP gives indication of being a story devoted equally to the Craig sisters, which it actually is, the main emphasis is on Deanna Durbin as it was in her first starring role, THREE SMART GIRLS, as the kid sister making every effort getting her divorced parents together again. With the parents united again, they're hardly together this time around, with Mother busy with society functions and wedding preparations, and Judson, "The Wizard of Wall Street," keeping his absent-mindedness more towards business and long distance phone calls from Paris. The scene where Penny has her father realize how out of touch he is with family troubles is so well written that it comes close to ringing true, though much of the story is a screenwriter's notion of a rich American family.

Other highlights within the story include Durbin's singing of "Invitation to the Dance" (by Carl Maria Von Weber); "Faradoe" by Wolfgang Amadeus Mozart; "The Last Rose of Summer" by Richard Allen-Miller and Thomas Moore; and "Because" by Guy D'Hardelot and Edward Techemoschler. Robert Cummings takes part with some piano playing to a composition by Johann Strauss. Supporting players consist of Felix Bressart (The Music Teacher); Thurston Hall (The Senator); along with familiar stock players as Grady Sutton, William B. Davidson, Charles Coleman, Jack Mulhall and John Hamilton assuming smaller roles.

As entertaining as THREE SMART GIRLS GROW UP can be, which can't compete with other 1939 blockbusters, it certainly ranks one of the finer ones of the year. In spite of limited television revivals (on PBS) that turned up in the 1980s, and distribution to home video in 1995, this latest edition on the Craig sisters is as forgotten as its third installment, HERS TO HOLD (1943),with Durbin, Winninger and Walker once again playing the Craigs, but without her two older sisters. Overall, THREE SMART GIRLS GROW UP is further indication of how a simple story can work itself to a fine motion picture. (***1/2)