The musical numbers are typical of the golden age, only in black and white. If you are a fan of "Busby Berkely" style, like me, this is for you. The plot, as is the case for musicals, is of no consequence, and fills in time between production numbers. If you want to see a movie about life on the stage, where the plot matters, watch "Stage Door".

Even though I am not a fan of this turkey, I decided to watch it again the other evening to see if it had improved.I remember so well, how disappointed and short-changed I had felt when I first saw this, about 50 years ago. Having seen and enjoyed THE GREAT ZIEGFELD, I was looking forward to seeing MGM provide some even more spectacular musical numbers for this supposed sequel.How wrong I was! I have never been impressed by the YOU STEPPED OUT OF A DREAM number, though I love Tony Martin's rendition of the song. He is referred to as a tenor by several people in this film, but he was actually a high baritone with a fabulous voice and was one of the great song stylists of the era.But Berkeley's staging of this number is so uninventive and the final, long-awaited pull-back, reveals one of the dullest sets ever built ( oh, that ugly staircase - come on MGM, surely you can do better than that?) it is a total let-down.On the plus side, Judy is bright and bursting with talent, Hedy looks her most divine and the supporting cast is full of old favourites (Eve Arden, Edward Everett Horton, Charles Winninger, Rose Hobart and a young but surprisingly good, Dan Dailey) with only the 20 year old Lana Turner totally out of her depth with the demanding role of a chorus girl sliding into alcoholism, prostitution and ruin.However, what really made me feel cheated 50 years ago - and still does today - was the cheapskate, cost-cutting rehash of the best musical numbers from the earlier THE GREAT ZIEGFELD (1936) standing in as the cut-price grand finale.When I first saw the film, I kept with it for over two hours because I felt sure MGM was surely saving the best until last, for an eye popping finale. I was not amused to then spot all the clips rehashed from the earlier film, to say nothing of the lame mix of new footage with Judy Garland dressed and bewigged to resemble Virginia Bruce, before dissolving to the original footage of the MELODY number, but with a new soundtrack using YOU STEPPED OUT OF A DREAM. Surely nobody was fooled back in 1941? As others have commented, maybe the money ran out or L B Mayer said that enough had been spent so corners must be cut. The other more likely explanation is that none of the production team - or Mr Berkeley - could come up with anything that could top the sheer amazing lavishness of the earlier "Pretty Girl is Like a Melody" number, so they resorted to this re-edited reprise instead.In fact, when one thinks about it, nobody else has ever come up with anything to top that incredible number, in the 80 years since it was filmed (at the then staggering cost of %250,000 - almost $5 million in today's money, for a number lasting just 15 minutes) So, what we get here are 132 minutes of soapy melodrama, a few good musical moments (mostly Judy's) and some over the top costumes. And by the way, I do not agree with other reviewers here that filming this in Technicolor would have improved matters.I doubt I shall ever sit through it all again.

If ever a musical cried out for Technicolor, this one is it. If M-G- M wanted to save money, surely they could have done justice to Adrian's sumptuously and bizarrely over-decorated costumes and gowns and Gibbons' sets and Berkeley's choreography by filming these sequences in color and the rest in sepia — the rest doesn't deserve color that's for sure. In fact the rest doesn't even deserve to have been made in the first place. One doesn't expect the surrounding story in a musical to be strong, but this one is particularly weak. Despite the fact that it incorporates three plots, all of them are dull, clichéd and thoroughly unbelievable as well as thoroughly familiar. If ever familiarity bred contempt, this is a good example right here. At least the hoary old showbiz trouper plot with Judy Garland does allow Chas Winninger to strut his stuff (once with Garland and once in a very agreeable duet with Al Shean himself); but as for the Hedy Lamarr husband Philip Dorn, a budding but starving concert violinist, and romantic complications provided by charmless if musically accurate singer Tony Martin, plus the even worse Lana Turner's poor elevator girl who wants Ian Hunter's riches and jilts her humble, truck-driving boyfriend James Stewart, we would be better off without them. All they do is provide an excuse for Lamarr to look wooden-facedly glamorous and Turner to look super- slinky and glamorous (nice photography by Ray June). Although he receives first billing, Jimmy Stewart's role is both small and colorless – despite at least one half-hearted attempt by the screenwriter to pep it up a bit.This is the sort of film that, despite its outrageously long running time, would make a good movie pack — just extract the highlights and the musical numbers and songs to receive quite passable entertainment. True, it's not in color and Berkeley's routines lack the drive, freshness, originality, pace and sheer zip of his Warner Bros work.As it is, however, not one of my favorite musicals. Even a minor Fox musical like "Mother Wore Tights" pours crud all over it. (Dan Dailey is in this one too, but here he neither sings nor dances — he plays a prize fighter complete with cauliflower ear!)

Having previously watched this film in the early part of this century, I have to admit right away that when I just saw this again right now that I forgot much of what happened in it other than Judy Garland's numbers and her story as well as Lana Turner's. Both of them give fine performances about rising to fame in the Ziegfeld Follies while Hedy Lamarr was okay with what she did here though her story isn't given as much attention which was just as well. Top-billed Jimmy Stewart was also good as Ms. Turner's on-and-off boyfriend who ends up doing something illegal in order to be in the same social strata as her. Oh, and I loved that number Charles Winninger and Al Shean did near the end in which they did a song complete with funny jokes. Mr. Shean, by the way, was a relative of the Marx Brothers. So on that note, I highly recommend Ziegfeld Girl. P.S. The reason I reviewed this just now was because since I've been commenting on the Our Gang series-and individual films outside of that featuring at least one player from there-in chronological order, this was next on the list as Jackie Cooper here played Ms. Turner's brother and Judy's boyfriend. He did okay with what he had here. Oh, and Stewart joined the military after completing this. When he returned to Hollywood five years later, his next film would be my all-time favorite, It's a Wonderful Life...