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Case Number 04984

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Pennies From Heaven

Warner Bros. // 1981 // 108 Minutes // Rated R
Reviewed by Judge George Hatch (Retired) // August 12th, 2004

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All Rise...

No mere flip of the coin determined Judge George Hatch's decision on MGM's penultimate and much-maligned musical extravangaza.

The Charge

"A long long time ago, a million years B.C.
The best things in life were absolutely free
But no one appreciated a sky that was always blue
And no one congratulated a sun that was always new
So it was planned they would vanish now and then
And you must pay before you get them back again

That's what storms are for
So when you hear the thunder, don't run under a tree
There'll be pennies from heaven for you and me."

-- Pennies from Heaven

Opening Statement

Throughout the 1960s MGM had been desperately attempting to resurrect the kind of splashy, big-budget musicals that had been their trademark since 1929. The films were a mixed bag at best. Those based on successful Broadway shows, Bells Are Ringing (1960) and The Unsinkable Molly Brown (1964) fared better than the ones written directly for the screen, such as the upbeat but empty The Singing Nun (1966) and the overly sentimental Goodbye, Mr. Chips (1969). In 1971, MGM went back to stage material with Ken Russell's multi-leveled adaptation of The Boy Friend, based on Sandy Wilson's clever spoof of silly backstage musicals. Russell upped the ante by cutting to Busby Berkeley-style fantasy sequences of the same songs that were being sung in a dingy little music hall. He probably added too many because the film was trimmed by almost a half-hour for its US release. A few months ago, Turner Classic Movies aired the complete 139-minute version of Russell's film in eye-popping Cinemascope. About the same time they aired Herbert Ross' Pennies from Heaven, a critical and commercial flop at the time—though certainly not an artistic one—and a film rarely seen since its original release in 1981.

While Pauline Kael found Pennies from Heaven to be "the most emotionally powerful musical I've seen," most critics were flabbergasted and quickly drew negative comparisons to the source material: Dennis Potter's 1978 television mini-series of the same name. The film also alienated audiences who were expecting another Steve Martin comedy like The Jerk, his film debut. The Boy Friend and Pennies from Heaven both recreated elaborate 1930s-style musical numbers, but the story here is a grim one with unemployment, adultery, prostitution, abortion, rape and murder all figuring into its Depression Era plotline. Although adapting the screenplay himself, Potter was displeased with the production, finding it "too spangly and overproduced for what I had in mind."

Warner has just released Herbert Ross' inspired adaptation of Pennies from Heaven on DVD, as well as the landmark British TV series. You can compare the two, but I would suggest judging the film version on it's own merits. You'll see why this little gem has become a cult favorite.

Facts of the Case

During the Depression sometimes only a handful of coins kept poverty and homelessness at bay. Arthur Parker (Steve Martin) is a penny-sheet music salesman who spends more time escaping into fantasies about a better life than trying to forge one for himself and his wife Joan (Jessica Harper). His dream is to open a record store and be his own boss. Joan has a substantial inheritance from her father, but insists on saving it for "a rainy day." Arthur feels doomed to travel the small-town circuits peddling his paltry goods, earning just enough money to keep his head above the clouds. "I want to live in a world where the songs are real."

Heading toward another rural stop on his route, Arthur offers a ride to a hitchhiking accordion player (Vernel Bagneris), and treats him to a cheap dinner. He feels superior to this itinerant music-man who has nothing and nowhere to go, but is haunted by a ghost of himself he sees in the man's despairing eyes. While trying to hustle some sheet music in one of the local shops, Arthur becomes infatuated with Eileen (Bernadette Peters), a prim and proper schoolteacher who also dreams of better days.

Seduced by his promises and sunny disposition—"I've got enough moxie for both of us!"—Eileen falls for Arthur "heels over head" and becomes pregnant, a scandalous situation that leaves her homeless and without a job. When Arthur abandons her and heads back to Chicago, she changes her name to Lulu and becomes a prostitute. Needing money for an abortion, she seeks help from a flashy and dangerous pimp named Tom (Christopher Walken). "You ain't a tease, are you? 'Cause I'll cut your face." Arthur, meanwhile, has offered a ride to a young blind girl who politely turned him down—only to be raped and killed by the accordion player.

In an effort to make their marriage work, Joan sacrifices her dignity by acquiescing to Arthur's sexual quirks, and by giving him enough of her inheritance to finance his dream. The store is a failure, but Arthur has a more serious problem: He's wanted for the murder of the blind girl.

The Evidence

Dennis (The Singing Detective) Potter's story contrasts the harrowing socioeconomic conditions of The Depression with the optimistic and upbeat tunes of the period. His central conceit is to have the characters break into songs carefully chosen to reflect their dreams and suppressed desires. They don't actually sing, however, they lip-sync to recordings by the original artists. This can be bewildering at first—and comical, especially when a woman's voice emanates from a man's mouth. Even more disconcerting, though, are the jarring visual transitions that transport the viewer from a character's bleak outlook and dismal surroundings into ebullient, opulent, and dynamically choreographed production numbers.

When Joan keeps refusing to part with her father's money, Arthur considers getting a bank loan. In a flash we're watching Arthur and the bank manager singing "My Baby Said Yes! Yes!" on an immense and marvelously detailed set with dozens of high-kicking chorus girls costumed in true Ziegfeld Follies style. They soon start appearing and disappearing behind gigantic silver coins rolling across the stage. This image is then doubled with a mirror-effect on the lower half of the screen. "Yes! Yes!" Arthur got his loan, but only in his dreams. Mousy schoolmarm Eileen draws big laughs from her class reading a line from Rapunzel, "She was afraid because she had never seen a man before." Suddenly the drab classroom becomes an expansive rehearsal hall; the children's tattered clothes have turned into short white dresses for the girls and white tuxedos for the boys; and they're all tap dancing like crazy on white mini-grand pianos. In a clinging silver lamé gown, Eileen slinks through the maze of pianos singing "Love is Good for Anything That Ails You" with all the innuendo of a young Mae West. Eileen wants a man with "a nice face, kind eyes…and a gentle voice," but can only break out of her meek and timorous shell in her fantasies.

Some of the songs carry darker overtones with no segues to glossier and happier settings. After Joan promises to finance his record store, Arthur tells her, "I love you, doll. I really love you!" Joan suspects he's been having an affair and sings "It's a Sin to Tell a Lie" as she prepares to stab him in the back with a pair of scissors. From Joan's point of view, the clouds won't "soon roll by" and there'll be no "pennies from heaven"—so we stay inside her gloomy apartment. Likewise, Tom the pimp operates out of a seedy bar-cabaret. When Eileen comes to him for help, he breaks into a provocative striptease, singing "Let's Misbehave" with two lusty hookers. Cole Porter's lyrics imply "let's have fun," or even "let's 'fool around.'" In this film's context—and in Walken's sensational physical interpretation of the character—Tom is welcoming Eileen to join his bevy of prostitutes. By keeping this sequence within Tom's seedy barroom environment, the song becomes an upfront, hard-hitting dose of "This is as good as it gets, kid. And it's all you have to look forward to."

The Accordion Man's rendition of the title song is theatrical and surreal; and Arthur Tracy's incredibly heartfelt version is used instead of the more familiar one by Bing Crosby. The back wall of an Edward Hopper-esque diner slides away and Accordion Man steps into the rain. He sings directly to several customers who remain frozen in place, ignoring him. Only Arthur is enthralled by the song's optimistic message, and the man's desperately intense sincerity. As the rain turns into a shower of golden coins, a massive collage of Walker Evans' classic Depression Era photographs replaces the diner as the backdrop. Evan's pictures also figure prominently in Tom's "Let's Misbehave" number and are frequently referenced throughout the film.

The final number finds Arthur and Eileen in a movie theater watching Follow the Fleet. When Fred Astaire and Ginger Rogers perform "Let's Face The Music And Dance," Arthur and Eileen walk on stage and, in silhouette, gracefully mime the suave and sophisticated moves of the giant black-and-white figures on the screen. In a quick cut, Arthur and Eileen have supplanted Fred and Ginger and, dressed in their tux and gown, they complete the dance number. Arthur's wish is fulfilled and he is now living "in a world where the songs are real." But the sequence ends ominously when canes held by the other dancers rise slowly to form the bars of a jail cell. Bad times are still ahead and Arthur finds himself about to be executed for the murder of the blind girl. Standing on the gallows, he ruefully utters the lyrics to "Pennies from Heaven"—in his own voice. The song has become a dirge for his dreams and an elegy for the life he squandered chasing them.

In his commentary, film critic Peter Rainer refers to Pennies from Heaven as "a Bertolt Brecht version of The Secret Life of Walter Mitty." Rather than depict the characters realistically, they appear to be "emanations from a dream or nightmare…moving through a dark and troubled atmosphere." Instead of having the actors sing new cover versions, he found more poignancy in their "becoming vessels for the original songs about their dreams." With its dark subject matter, highly stylized sets and performances, and "an ambitious, unlikable, and amoral character in the lead," Pennies from Heaven was a radical departure from the typical MGM musical. Rainer goes so far as to call it "an anti-musical." But along with Kael, Rainer was one of the few people who saw the film as a masterpiece, and nominated it for Best Picture in 1982.

Many critics felt that Steve Martin (Dirty Rotten Scoundrels) was miscast. He looked too clean-cut to be a bastard, and every time he opened his mouth and sang in another voice, it looked like the beginning of one of his Saturday Night Live routines. People were distracted and disappointed. I thought Martin was excellent in this role and was surprised to learn he had never danced before. After six months of lessons with choreographer Danny Daniels, Martin took command of the screen in every production number without a misstep. I found him equally believable as Arthur's darker side, and in several scenes he used his television persona to his advantage. When he meets his "soul mate," Eileen asks, "You won't tell lies, will you Arthur?" "Not if I can help it," he quips; but Arthur's been lying about everything, including his marriage. "Do I look like a married man to you? Heck I even got a hole in my sock." When he slips and mentions his wife to Eileen, he starts to curse himself, but cunningly turns it into "God rest her soul…"—and in true "Steve Martin style," he elaborates on the lie to the point of absurdity. "It was three years ago last Tuesday. A senseless waste…her broken body. She knew I liked pork chops and was standing in front of the butcher shop. That's why I hate motorcycles." Pennies from Heaven was only Martin's second film and it was a bold move on his part to take on such a challenging and controversial character.

Bernadette Peters (Sunday in the Park with George) is equally effective, in what amounts to three roles. Eileen goes through a radical change half way through the film from a fragile waif-like schoolmarm to her alter ego, the debased and cynical, prostitute Lulu—a name she adopted because "it makes me feel cheap." A veteran of dozens of Broadway shows, Peters brought a cocky attitude and a sexy exuberance to the musical numbers. Jessica Harper (Minority Report) manages to enliven the underwritten role of Joan, especially in the last third of the film when her morosity turns into vindictiveness. Vernel Bagneris (Down by Law) is absolutely mesmerizing as the Accordion Man, both in his intensely hypnotic delivery of the title song and his unforgettable dance routine during the violin solo. The real surprise, however, is Christopher Walken (King of New York), who nearly steals the show as Tom the pimp. As expected, he's genuinely threatening when he tells Lulu, "I'll cut your face," but no one had ever seen him dance before. Like Bagneris, he has only one number, but his salacious striptease to "Let's Misbehave" is a knockout. Sandwiched tightly between two voluptuous hookers, he shimmies and shakes, tap-dances like a vaudeville pro across the bar and cabaret stage, and even floats in the air long enough to kick the walls, much like James Cagney did in Yankee Doodle Dandy. The performances by Walken and Bagneris are worth the price of the DVD.

Director Herbert Ross (The Last of Sheila) was a choreographer and knew how to properly film dance numbers: no close-ups of body parts—exploit all the intricate moves of the dancer's body in long shots. (Fred Astaire, in fact, stipulated this as a permanent clause in his contract.) Danny Daniels creative and energetic production numbers are truly astonishing and percolate with spontaneity. Editor Richard Marks (Timeline) employs just about every cinematic device, dissolve, and screen wipe for imaginative period-film transitions. The set design by Garrett Lewis (Bram Stoker's Dracula) and art direction by Bernie Cutler and Frank Tucks draw heavily on the paintings of Realist Edward Hopper and Social Realist Reginald Marsh. The homage to Hopper's "Nighthawks" and "New York Movie" among others can be spotted in many of the interior shots. The exteriors appear to be based on Reginald Marsh's "10th Avenue Street Corner" and "Subway—14th Street," most evident in the scenes of Arthur peering out of his store window waiting for customers. Marsh's penchant for "full-figured" women and seedy locales is apparent in "Gaiety Burlesque" and "The Chorus"—and these images are replicated for Tom the pimp's bar-cabaret. Bob Mackie's costumes are phenomenal down to the smallest detail. (Note the breast-pocket handkerchiefs made of dollar bills in the bank loan sequence.) Cinematographer Gordon Willis (The Godfather trilogy) captures the somber ambience and muted tones of these paintings for the "real" world; and adds depth and dimension to the over-the-top flamboyance of the production numbers. With his eye for composition Pennies from Heaven is one of the best-looking films you will ever see.

There are two Special Features on Warner's DVD. New York Magazine film critic Peter Rainer provides an interesting "Scene-Specific Commentary," and Warner cleverly flashes a penny icon on the screen allowing you to skip forward to the next chapter with his comments. There's also a "20th Anniversary Reunion" hosted by Rainer with Steve Martin, Jessica Harper, the producers and some of the technicians who worked on the film. Absentees who have passed away are cited for their contributions, as is Christopher Walken. Herbert Ross, by the way, had seen him dance, knew he could pull off "the pimp number" and wanted him for this cameo. Oddly, no one mentions Bernadette Peters.

The most surprising revelation comes from one of the producers. While discussing the detailed sets and production numbers, he said, "Oh, my God! What about all the things we had to leave out!" Pennies from Heaven clocks in at a tight 108 minutes, so just how much—and what!—was left out? He mentions only two short scenes with Accordion Man, one taking place in a flophouse. It's a shame Warner didn't include at least a few of these deleted scenes with production notes on where they fit into the film and why they were deleted. The 1.85:1 widescreen transfer delivers solid color definition and impressively sharp detail—even in those long shots of the dancers. Although Warner's promotional flyer claimed the sound was Dolby Digital 5.1, my DVD player showed it as DD 2.0 Mono, and the tech-specs at Amazon.com confirmed it. But I have no complaints at all about the sound track. The vocal transitions between a 1981 actor's speaking voice with that of a relic recording of a 1930s singer are seamless and enhance the illusion and Potter's original conceit. Ambient background sound effects and subtle musical transitions are equally effective.

The Rebuttal Witnesses

Okay, I've asked you to judge Herbert Ross' Pennies from Heaven on its own merits. Not having seen the British TV series, I went in "blind" to this film version in 1981, and came out overwhelmed by one of the best and most original musicals I'd ever seen. Later, I was able to compare the two; and, yes, I can understand the negative critical response. The roles of important characters like Joan, Arthur's wife, Tom the pimp, and especially the Accordion Man—who, in a way, was Arthur's alter ego—were significantly reduced. The complex balance of relationships was simplified, themes and motifs were truncated, and "spangly, over-produced" musical sequences replaced simple set and lighting changes. But how does one condense a six-part mini-series into just over an hour and the half running time and make it a captivating film for general audiences? I am still a bit perturbed by the producer's remark about "all the things we had to leave out." Another twenty-minutes or so may have made a small difference, but Ross and his dedicated crew of professionals put their hearts and souls into making Pennies from Heaven an entertaining and thought-provoking modern musical in touch with the times—and it's evident in every frame.

Closing Statement

Editor Richard Marks pointed out that there were more people in the audience at the 20th Anniversary Reunion than had attended the film in 1981. The recent popularity of Moulin Rouge andChicago indicates there's a new audience for innovative musicals. Here's hoping that same audience will take a chance on Pennies from Heaven, a truly unique film that was boldly ahead of its time.

The Verdict

Not guilty! Pennies from Heaven is worth every hard-earned cent.

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Scales of Justice

Video: 85
Audio: 85
Extras: 70
Acting: 95
Story: 90
Judgment: 95

Perp Profile

Studio: Warner Bros.
Video Formats:
• 1.85:1 Anamorphic
Audio Formats:
• Dolby Digital 2.0 Mono (English)
• English
• French
• Spanish
Running Time: 108 Minutes
Release Year: 1981
MPAA Rating: Rated R
• Concerts and Musicals
• Drama

Distinguishing Marks

• Commentary by film critic Peter Rainer
• 20th Anniversary Cast and Crew Reunion


• IMDb
• MGM Musicals
• The Dennis Potter Home Page

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