Cairo (1942)



Released September-November 1942.
Premiere: September 16, 1942, Richmond, VA
Directed by Major W.S. Van Dyke II.
A Metro-Goldwyn-Mayer Production.
101 minutes.

Original title: Shadow of a Lady

Based on an idea by Ladislas Fodor. Screenplay: John McClain. Assistant Director: Marvin Stuart. Musical Director: Herbert Stothart. Conductor: Georgie Stoll. Director of Photography: Ray June. Dance Director: Sammy Lee. Recording Director: Douglas Shearer. Art Director: Cedric Gibbons. Associate: Lyle Wheeler. Set Decoration: Edwin B. Willis. Associate: Richard Pefferle. Gowns: Kalloch. Editor: James E. Newcom.

This 1942 film is unrelated to the 1963 Cairo, also made by MGM, which was a remake of The Asphalt Jungle (1950) and starred George Sanders.

Jeanette MacDonald (Marcia Warren)
Robert Young (Homer Smith)
Ethel Waters (Cleona “Cleo” Jones)
Reginald Owen (Philo Cobson)
Mona Barrie (Mrs. Morrison)
Lionel Atwill (“Teutonic Gentleman”) [so listed]
Edward [Eduardo] Ciannelli (Ahmed Ben Hassan)
Dennis Hoey (Colonel Woodhue)
Dooley Wilson (Hector)
Harry Worth (Bartender)
Mitchell Lewis (Ludwig)
Frank Richards (Alfred)
Rhys Williams (“Strange man”)
Grant Mitchell (O.H.P. Banks, editor)
Bert Roach (Sleepy man in movie)
Larry Nunn (Bernie)
Jack Daley (Man in newspaper office)
Demetrius Emanuel, Jay Novello (Italian officers)
Pat O’Malley (Junior officer)
Selmer Jackson (Ship captain)
Cecil Cunningham (Madame Laruga)
Jacqueline Dalya (Female attendant)
Dan Seymour (Doorman)
Lorin Raker (Worried man)
Alan Schute (Soldier)
Guy Kingsford (Squadron leader)
William Tannen, Michael Butler (Soldiers on boat)
Sidney Melton (Private Schwartz)
James [Jim] Davis (Sergeant)
Lee Murray (Messenger)
Cecil Stewart (Pianist)
Buck Woods (Negro)
Louise Bates (Mrs. Woodhue)
Kanza Omar (Theatre cashier)
Petra R. de Silva (Fat woman)
Ray Cooper (Waiter)
George London * (Chorus)

*Young Mr. London,” later the famous Metropolitan Opera baritone, can be seen standing behind Jeanette in the finale. He starts to sing just a bit sooner than the others. (Thanks to Ken Richards for spotting this.)


Cairo is an unjustly overlooked film, full of the same hearty, undemanding pleasures as a well-crafted sitcom. Except for the unfortunate coincidence of its title and release date, it would probably have won critical approval. In the middle of World War II, Cairo was just what the public needed—a tongue-in-cheek spy spoof that poked good-natured fun at Nazi spies in the best wartime tradition. (If you can’t dehumanize your opponents, at least make them absurd.)

Director W.S. Van Dyke was in his milieu, the breezy action film with comedy touches. Cairo featured bubbly songs by E.Y. Harburg and Arthur Schwartz, both Hit Parade veterans, and Jeanette was rarely more lovely with her tailor-made rôle as a former operetta screen queen turned sophisticated nightclub singer. The film’s finale, in which the diva opens a pharaoh’s tomb by singing high C, is obviously intended as the broadest of spoofs, but most critics and audiences missed the point.

Their perceptions were understandably blunted by current events. Just before Cairo was released, Churchill and Roosevelt met in Cairo for a major war conference with Turkish and Chinese leaders. So audiences came expecting a serious war film and found a light entertainment instead. It was a little like issuing a frivolous musical called Pearl Harbor in late 1941. A title change might have helped, but the film was considered too unimportant to warrant the heavy expense of a new publicity campaign. It was Jeanette’s check-out picture from MGM after nine years as its top musical star.

Her costar was Robert Young, whose quality of amiable earnestness would see him through more than eighty films in the first twenty-five years of sound films before television claimed him for “Father Knows Best” and “Marcus Welby, M.D.”

Ethel Waters was a box-office question mark, and promotion for Cairo carefully captioned her photo “Broadway musical comedy star.” Black performers were still either servants or nightclub performers who could easily be snipped out of prints for Dixie distribution. A year later, Miss Waters would give a superb performance, recreating her stage role in Vincente Minnelli’s all-black film, Cabin in the Sky. In the 1950s, she appeared in the stage and film versions of Carson McCullers’ unforgettable Member of the Wedding with Julie Harris and Brandon de Wilde. With her zest, sparkling good humor, and ultimate dignity, she comes close to stealing Cairo from its nominal stars, despite her brief footage.


Behind cleverly cartooned opening credits, we hear Jeanette’s voice singing “Les Filles de Cadix” from Maytime. A caption “irreverently” dedicates the film to “the authors of impossible spy dramas, without whose inspiration international spies could not be as clever as they are.” We find ourselves in a small town movie theatre where Maytime is playing. No one in the crowded audience is more rapt than Homer Smith (Robert Young). An urgent message from his boss at the newspaper almost fails to move him, although he has seen the film eight times. After all, he says, this is the last picture Marcia Warren made in the United States.

Homer is dragged to the newspaper office and greeted by his boss (Grant Mitchell) and a cheering crowd. The Small-Town Newspaper Association is sending Homer to the Near East to do a series of dispatches called “The Small Town Looks at the War.” Homer leaps on a desk and humbly accepts the assignment. He states his credo: “Get the story first, get all of it, and get it right.” He is drowned out by a brass band and exuberant cheers.

The cheers are in turn drowned by ominous woodwinds as headlines flash on the screen: “Homer Smith in Convoy Disaster”—“Homer Feared Lost in Mediterranean”—“WHERE IS HOMER?” They dissolve in turn to a tiny life raft floating in an empty ocean.

On it are Homer and a dapper Englishman, Philo Cobson (Reginald Owen). Homer is holding up his coat for a sail. Apparently he is successful, for another dissolve brings us to a campfire on dry land. Our intrepid adventurers are in the Libyan desert, somewhere west of Cairo.

Cobson is cleaning his gun. When Homer accidentally fires it, they find themselves surrounded by Italian troops. Mussolini’s finest haven’t come to capture them, however. They are fleeing the oncoming Germans and want to surrender. (The comforting myth of the Italian soldier proclaiming “I’m a lover, not a fighter” was apparently already popular in the U.S.) Gunfire is heard a few yards away, and the Italians vanish into the darkness.

Homer and Cobson decide they’d better follow. They will separate to give themselves a better chance. Homer asks Cobson to report his demise to the Cavity Rock Times-Leader if he doesn’t make it. Cobson in turn gives Homer a mysterious message to deliver if Homer reaches Cairo. He is to go to the Viceroy Hotel bar at 5 PM. A lady named Mrs. Morrison will be drinking a rainbow cocktail with two cherries. (An in-joke: Jeanette’s name in Maytime was Morrison.) Homer is to say, “Every precaution must be taken. We cannot afford to fail.”

Cobson confides to Homer that he is with British Intelligence. They are seeking a ring of espionage agents, the “Big Six,” headed by a woman. Homer must keep the whole thing a secret, of course, until the right time. Just then, gunfire moves closer, and Cobson slinks off into the darkness. Homer finds Cobson’s pipe, shrugs, and pockets it before heading off toward Cairo.

At the Viceroy Hotel, Homer locates the mysterious Mrs. Morrison (Mona Barrie), whose manner makes it apparent to all but the innocent Homer that she is not what she seems. Homer begs her for the name of the leader of the “Big Six” for his story. She replies by rolling her eyes toward the next room, where a familiar voice is heard.

Marcia Warren (Jeanette), former film queen, is singing “The Waltz Is Over.” Homer can’t believe it. What better cover for a woman who wants to meet influential people? coos Mrs. Morrison. And Marcia hasn’t made a film in three years!

Homer decides the song must be a code and begins making frantic notations of Marcia’s vocalese. Triumphantly, he looks at the finished product and finds he has inscribed “C-A-V-I-T-Y-R-O-C-K” on his napkin.

A distinguished man at a nearby table begins staring suspiciously at Homer. He follows Homer to the stage door, where they overhear Cleo (Ethel Waters) telling Marcia she must interview butlers the next morning. The distinguished man frowns as Homer beams from his hiding place.

Morning finds Marcia vocalizing in an enormous bathtub with Cleo joining the song. Marcia remembers her more conventional Beverly Hills bathroom and wishes heartily that she had never left it. Cleo seconds the motion. They are both thoroughly homesick.

Marcia prepares to interview the waiting butlers. One catches her eye and her fancy: “He looks like ‘Goodbye, Mr. Chips.’” Cleo summons Homer, who is complete with bowler hat, umbrella, and thick British accent. Marcia asks him who his former employer was, and he blurts out that it was “Lord Philo Cobson,” the only English name he knows. She quickly sees through his disguise. “If there’s anything you learn from making musical pictures, it’s how to recognize bad acting.”

She does believe his second story, that he is an American down on his luck and far from home, so she hires him. He tells her his name is Juniper Jones. “You might as well have said ‘Smith,’” she says skeptically.

He’s from California, he continues. Her delight turns to disdain when she learns he is from northern California. She thinks the fog and rain in San Francisco ruin the brain, and he thinks the unending sunshine in Beverly Hills has the same effect. “Have you ever been to San Francisco?” he challenges. “Yes, once with Gable and Tracy and the joint fell apart,” she declares.

The heated argument is overheard by a sinister little man (Rhys Williams) seated among the prospective butlers outside. He reports to the distinguished man from the nightclub who turns out to be Colonel Woodhue (Dennis Hoey), head of British Intelligence. Why, the Colonel wants to know, is the top Nazi agent, Philo Cobson, decoding Marcia Warren’s songs, and why does she quarrel loudly with a man she supposedly doesn’t know as soon as he is in the room with her?

Marcia, oblivious to the plots and counterplots swirling around her, goes shopping. Homer skulks after her through the exotic alleys of the bazaar. When she pauses to admire some trinkets in one shop, the shopkeeper’s pet mouse escapes and darts across her foot. Her scream startles the shopkeeper, Ahmed Ben Hassan (Edward Ciannelli—formerly “Eduardo” before our altercation with Italy), in more ways than one. As the astonished Homer watches from hiding, a wall panel glides open behind her. “Are you in the habit of screaming a perfect high C?” Ahmed asks sharply. She never screams flat, she tells him and departs hurriedly.

Homer turns and runs into Mrs. Morrison. He tells her happily that he is tracking the leader of the “Big Six” and shows her the sliding panel. Their conversation is heard by a sinister group clustered around a radio receiver in the back room of the shop. Prominent among them is a “Teutonic gentleman” (Lionel Atwill). Mrs. Morrison assures Homer that he will get the whole story soon enough. Homer rushes off after Marcia, and Mrs. Morrison joins the spies behind the shop. She is indeed a Nazi and tomorrow, after they dispose of Homer, they will send a robot plane to destroy a United States transport. If it works, the same secret explosive device will be used on the Suez Canal—and then on the Allied powers.

This fervent Nazi patriotism is drowned by a chorus of male voices singing “We Did It Before and We Can Do It Again.” We move to Marcia’s living room. Homer arrives and finds her exhorting a group of five men on the importance of getting their message across at the festival. “Six,” he notes, counting heads. The men are musicians, and Marcia is rehearsing a medley of songs designed to recall the charming homesick sequence in Maytime. At one point in the number, Cleo goes into a tray-carrying shuffle to “Waiting for the Robert E. Lee,” and Marcia takes up the song and shuffle, swing style. The medley continues and Homer is so moved he joins in the final bars of “Avalon.” Then they all sing “Home, Sweet Home” and conclude with a patriotic ditty composed for the film, “Keep the Light Burning Bright in the Harbor.”

Despite the overwhelming “evidence,” Homer is now sure that Marcia couldn’t be a Nazi. He is about to confess his silly suspicion when a call comes from Madame Laruga (Cecil Cunningham). Marcia says she must receive the prints by the following night, and Homer is again convinced of her guilt.

His behavior becomes even more erratic. At dinner, he learns that the prints have arrived, and he tries to persuade Marcia to go for a long walk with Cleo, leaving him alone in the house. At that moment, Cleo ushers in Marcia’s old friend, Colonel Woodhue, and Homer drops his tray. “You can tell he don’t know nothing about the movies or he’d’a’ landed smack in them mashed potatoes,” Cleo comments. Homer trips and lands smack in the mashed potatoes.

Homer acts so strangely during the Colonel’s visit that Woodhue confides to Marcia he has come to check up on this strange butler. Juniper Jones is actually Philo Cobson, a Nazi agent. Marcia is stunned and uncertain how to proceed. She hasn’t played in many spy movies. Now she realizes that Juniper was trying to get her out of the house. She must get him out instead and search his room.

She and Cleo try to take Juniper to a show (where a large poster of Nelson Eddy can be seen in the background). He chivalrously offers to pay for the tickets, but finds he has only hundred-dollar bills left in his money belt. “C-notes,” Cleo calls them. “C-notes?” intones Marcia.

Inside the theatre, the ladies separate from Homer and all three make their respective ways back to Marcia’s. A lengthy and moderately amusing “old dark house” sequence follows, ending with Marcia and a dripping wet Homer reconciling under a grand piano. She explains that the “message” she is delivering at the music festival the next night is the same one Homer got when they sang: love of America. The “prints” are two print dresses from her dressmaker. Besides, the Screen Actors’ Guild would never hear of her being a spy. Homer claims a kiss and then knocks himself out trying to jump for joy under the piano.

At the festival, Cleo, in black evening gown and lamé jacket, swings a hot number, “Buds Won’t Bud.” In the audience is an unusual Arab who turns out to be Hector (Dooley Wilson) from Central Avenue, Los Angeles. He tells Cleo that he played so many “A-rabs” in movies that he thought he’d try being one. Now he’s as homesick as Cleo. They do a rousing reprise of “Buds Won’t Bud,” the high point of the film. (Dooley Wilson achieved film immortality the next year as “Sam” in Casablanca. His rendition of “As Time Goes By” and the expression “Play it again, Sam,” never actually used in the film, have passed into American folk culture.)

The festival stage is a giant Egyptian tomb, and Marcia now descends its stony steps, her chiffon gown billowing in an artificial breeze. She sings the film’s title song, “Cairo,” a very pleasant minor-key melody that deserved popularity despite its untimely title.

Outside in the garden, Homer finds Ahmed retrieving one of his ubiquitous white mice. Homer tells him pointedly that he and some friends plan to call at the shop. Marcia, too, makes her way to the moonlit garden, where she discovers Homer’s pipe on the grass, but no Homer. The garden is a busy place, for the sinister group from the radio room are also gathered there, discussing their plans before driving to one of the pyramids. Mrs. Morrison recommends that Ahmed teach his mice to sing high C. That would save them the trouble of bringing a tuning fork to the tomb. When they return, they will dispose of Homer.

The bad guys drive off with Homer crouched on their rear bumper. He has a festival program in his pocket and by judicious tearing he manages to create a message: “Marcia-Smith-the Pyramids,” which he tosses to a passerby. Fortunately, it is one of Colonel Woodhue’s men. Ahmed spots Homer in the rear view mirror and smiles to himself.

Marcia can’t find Homer and returns home. She slams down her purse, then realizes Homer’s pipe is in it. Rolled up in the broken stem are a German map and the real Cobson’s ID papers. British Intelligence must be notified.

At the pyramids (Hollywood soundstage variety), the conspirators admire the camouflaged robot plane. Loaded with bombs, it will be dispatched shortly to crash into a United States troop ship in the Mediterranean that has five thousand men on board. The spy’s “hideout” is inside the tomb behind a panel that can be opened only by a perfect high C. With the aid of a tuning fork, the wall opens, and they drive their car inside.

This business completed, they turn to where Homer has hidden behind a rock. As he is led away at gunpoint, Homer surreptitiously drops his C-notes behind him. The Teutonic gentleman hints loudly that Homer is too stupid to make his escape in the waiting plane, so Homer decides to prove him wrong. He sprints to where the plane is sitting, motors running, and takes off. Homer quickly finds he has no control over the plane. The spies merrily throw it into a loop-the-loop pattern and send it off to its date with the troop ship.

Marcia and a group of British Intelligence men arrive at the tomb and find tire tracks leading up to a solid stone wall. Simultaneously Cleo and Hector find the C-notes nearby. “C-notes!” cries Marcia. She takes her cue and tries singing various C’s. Low and middle C have no effect. She tries high C. Nothing.

“Ordinarily I wouldn’t admit this,” she says, “but I was a little flat that time.” She tries again, and the tomb wall slides open. The spies are discovered in their control room and captured. When Mrs. Morrison makes a disparaging remark about Homer, she faces Marcia’s rage and fingernails.

Far away, Homer has donned a convenient parachute and inspected the bomb cargo. Although the Nazis have hinted at a super explosive, possibly even a nuclear device, the bombs are numerous and ordinary looking. British planes pursue Homer, machine-gunning his plane. He ties the controls with his necktie and bails out before the plane explodes harmlessly. Homer’s parachute descent termi­nates in the smokestack of the troop ship.

Back in Cairo, Homer and Marcia entertain the sailors they have saved. Homer learns that he has been offered a movie contract. Marcia, as his new wife, offers to teach him the tricks of the trade. Of course, when they kiss, her face will be closer to the camera. The sailors crowd around as she demonstrates, and then they all sing a final chorus of “Keep the Light Burning Bright in the Harbor.”


Director W.S. Van Dyke and Robert Young teamed once more, on Van Dyke’s next and last film, Journey for Margaret. It was a genuinely touching tale of war orphans, the second film of five-year-old Margaret O’Brien. The film was in the can two weeks when W.S. Van Dyke II died of a heart attack. His wartime films listed him proudly as “Major,” and, despite illness, he spent his last year awaiting assignment to active duty. Toward the end, he began sleeping in his Marine uniform, refusing to believe he was too sick to be called. In the years since Naughty Marietta, he had captained five more MacDonald/Eddy films. With his death and the departure of Jeanette and Nelson from MGM, an era was truly ended.


The critics were nearly all unkind to this very pleasant little film: “For the first 10 minutes, it makes good nonsense,” reported the Christian Science MonitorVariety said, “the producers still have not done right by Jeanette MacDonald….While a step in the right direction, trouble is that the farcical tale goes completely haywire….What might have been a wacky kidding of spy melodramas turns out an undistinguishable hybrid. Cairo is about the third straight weaky for Miss MacDonald….She sings well and is delightful in those lighter romantic moments….[the] fact that most scenes are supposed to be near Libya or in the city of Cairo calls for costly production background. But the use of too many miniatures and newsreel clips in action scenes do [sic] not enhance the picture.”

Archer Winsten in the New York Post touched on a hard truth in his “witty” comments: “Today’s problem is what to do with Jeanette MacDonald. She does not crack, wither or blow away. She stays pretty much the same, the same limpid soprano voice, the same archly wooden O-how-surprising operetta technique of acting. Only the popularity is different.”

Bosley Crowther in the New York Times thought the film “a silly and obviously labored attempt to lampoon the spy dramas. Every so often, Miss MacDonald tosses off a full-voiced song. Major W.S. Van Dyke II has directed as though he were laying bricks. In the musical line, however, Miss MacDonald does much better….in a medley of old time favorites she leans rather heavily on sentiment and manages not to fall.”


Miss MacDonald recorded “From the Land of the Sky Blue Waters” as part of a medley.

Music in the Film 

Harold Arlen and E.Y. Harburg composed the score for an anti-war musical called Hooray for What! which opened on Broadway on December 1, 1937, starring Ed Wynn. The show closed after a rocky six-months run. MGM then bought the rights to the show (whose score included the popular “God’s Country”), but never filmed it. Instead, they used its songs in other films, including Cairo and Babes in Arms. “Buds Won’t Bud,” sung in Cairo by Ethel Waters and Dooley Wilson, was introduced by Hannah Williams in the pre-Broadway tryout of Hooray for What!, but cut from the show. Judy Garland sang it in Andy Hardy Meets Debutante, but again the song was cut.

In listing performers after each title, “and” denotes a genuine duet, while commas between names indicate a sequence of singers.

Overture: “Cairo,” evolves into “Les Filles de Cadix” (“The Maids of Cadiz”) from Maytime (MacDonald) – music by Leo Delibes, French lyrics by Alfred deMusset
“The Waltz is Over” (“but my heart goes dancing on”) (MacDonald) – music by Arthur Schwartz, lyrics by E.Y. Harburg

“A Heart That’s Free” (MacDonald) – music R.J. Robyn and T. Railey
“Il Bacio” (MacDonald and Waters) – by Luigi Arditi
Sextet from Lucia di Lammermoor (MacDonald and Waters) – by Gaetano Donizetti
“We Did It Before and We Can Do It Again” (The King’s Men) – music by Cliff Friend, lyrics by Charles Tobin

“To a Wild Rose” (MacDonald and King’s Men) – from “Woodland Sketches” by Edward
“From the Land of the Sky Blue Waters” (MacDonald and the King’s Men) – music by
Charles Wakefield Cadman, lyrics by Nelle Richmond Eberhart
“Beautiful Ohio” (MacDonald and the King’s Men) – music by “Mary Earl,” a pseudonym
for Robert A. King-Keiser, lyrics by Ballard MacDonald
“Waiting for the Robert E. Lee” (Waters, MacDonald) – music by Lewis F. Muir,
lyrics by L. Wolfe Gilbert
“Avalon” (MacDonald and King’s Men with Robert Young) – music based on theme in
third act of Tosca by Giacomo Puccini, rewritten by Al Jolson and Vincent Rose,
lyrics by B.G. DeSylva
“Home, Sweet Home” (MacDonald, Waters, Young, King’s Men) – music by Sir
Henry Bishop, lyrics by Howard Payne
“Keep the Lights Burning Bright in the Harbor” (all) – music by Arthur Schwartz,
lyrics by Howard Dietz and E.Y. Harburg
“Buds Won’t Bud” (Waters) – music by Harold Arlen, lyrics by E.Y. Harburg
“Buds Won’t Bud” reprise (Waters and Wilson)
“Cairo” (MacDonald and male chorus) – music by Arthur Schwartz, lyrics by E. Y. Harburg
“Keep the Lights Burning Bright in the Harbor” reprise (male chorus, MacDonald, Young)

Copyrighted for the film but not used were “In Times Like These” (Schwartz, Harburg) and “A Woman with a Man” (Schwartz, Harburg). The latter was mentioned in pre-release publicity as a number for Miss Waters, but may not have been filmed.


Sharp eyes will note that the film clip from Maytime is not composed entirely of the original 1937 footage. To cover the spots in the original where the camera cut away to show the court of Louis Napoleon, MGM shot new footage of Jeanette alone. apparently in the same dress and hairstyle, to fill in the gaps. However, her dress and hair are both obviously different.

Note the huge poster of Nelson Eddy in the lobby of the movie theatre visited by Jeanette, Ethel Waters, and Robert Young.