WARNING: SPOILERS

Here’s some things James Cagney’s character, Brian MacLean, a hot-shot Canadian bush pilot, does in this movie:

1. He steals clients from fellow pilots
2. He steals the fiancée of a fellow pilot
3. He causes serious injury to a young Royal Canadian Air Force pilot
4. His suggestion to buzz the RCAF graduation ceremony causes his friend to die

That’s our hero.

I normally like Cagney but there’s very little to like about Brian MacLean. I like Cagney’s gangsters—the guys who kill people with a sneer—better than I like this guy. Is that true for most of Cagney's roles? His gangsters may break the law, but they have a code. Tom Powers, for example, who exploded onto the gangster movie scene in “The Public Enemy,” refused to sleep with his friend Paddy’s wife when she makes a pass. MacLean? He’d be all over that. Same with a lot of his other legit characters. Maybe there's a correlation there. If you break the law, you‘re still looking for some kind of boundaries; that’s your code. If you don't break the law, well, those are your boundaries. Do what you will within those. Codeless. 

‘She’s not worth the following’
“Captains of the Clouds” is two movies. 1) Pilots struggle against each other in the Canadian bush; then 2) they struggle to join the RCAF after September 1, 1939. Both stories have problems. The second half is understandably heavy on patriotism: men in formation, planes in formation, etc. It can get a little dull. The first half, meanwhile, disses the girl to save the lead.

It begins well. One pilot after another lands in another beautiful, pristine Canadian location to bring goods and pick up deliveries, only to be told, nope, Brian MacLean beat you to it. And he’s doing it cheaper than you, too! After bitching and commiserating in a stopover diner, three of the pilots—handsome Johnny Dutton (Dennis Morgan), comic relief Blimp Lebec (George Tobias, playing French Canadian), and comic relief “Tiny” Murphy (Alan Hale, playing Alan Hale)—decide to go after him.

I always liked these kinds of opens: Where you keep hearing about the lead character before seeing the lead character. It was particularly effective in “Casablanca” with Bogie. Less so here. Cagney’s getting a paunch and for the first time he’s filmed in Technicolor. Was any actor better made for black and white? Plus, per above, he’s a bit of an asshole.

You know who was made for Technicolor? Brenda Marshall (nee Ardis Ankerson). We first see her at Lac Vert rushing up to the camera, all red hair and flaming red lips, breathless and excited on the dock. You watch her and wonder, “Wow. How did she not become a bigger star?”

Maybe because the characters she plays are so uneven? At first, Emily seems feisty. She’s expecting Johnny Dutton, her fiancé, and gets MacLean, who tosses heavy bags at her while flirting with a sneer. Then she warms to him—way too fast. He’s basically a lout but she finds him charming. That idiocy. If the MacLean role had gone to Clark Gable or Errol Flynn, I could see it. But Cagney? I mean, I love ya, kid, but c’mon.

Our three bushers eventually find MacLean, who engages in a high-flying game of chicken and leaves them in the dust. Later, at Lac Vert, unloading again, engaging in more feisty back-and-forth with Emily, MacLean is hit by his plane’s propeller and goes in the lac. Emily rescues him, nurses him back to health, and Johnny risks his neck to get a doctor from a nearby village. Is MacLean grateful? Not initially. He still steals Emily. One night, he kisses her, she kisses back, he says, “You see, either a fellow has it or he hasn’t.”

Initially he steals her because that’s his nature: Lout 101. He basically says the 1942 version of: “Who wouldn’t tap that?” But as he becomes partners and then friends with Johnny, Tiny and Blimp, he steals Emily, and marries her, for noble reasons. To save Johnny from her. It’s 180-degree turn for both him and the movie that is only vaguely explained. She’s bad news, she’d spend all his dough, she’d put him behind the eight ball. At one point I began to wonder: Is she a prostitute? “Everybody knows about it but you,” MacLean tells Johnny. “She’s nothing but a—” which, of course, is when Johnny decks him. Hays code. Later, Johnny shows up at Lac Vert and Emily’s dad tells him, “She’s not worth the following.” Yes, her dad. That's some cold shit. What happened to that lovely, feisty girl on the dock? Why give her that great intro only to toss her into the trash? Because you needed to make the lead look good? Because there’s a war on?

Once the Emily thing is in the rearview—MacLean dumps her on their wedding night, as he’d planned, albeit with a $4k alimony payment—suddenly everyone’s aware there’s a war on. We see recruitment posters for the Tank Corps, the Blackwatch, the RCAF. Heartbroken Johnny is the first to join. After Churchill’s Dunkirk speech (recreated by Miles Mander, as there was no audio recording of the original), our other pilots do the same. They show up thinking they’re hot shit but no one cares. Get your planes off the tarmac. 6,000 flight hours? Sorry, gramps, fighter pilots have to be 26 or younger. But you can train them if you like. MacLean tries, but he chafes under the regimentation—preferring flying by the seat of your pants. He insists on taking a young pilot out on a bombing run, keeps getting too close to the target, and the plane is caught in the explosion. The kid nearly dies.

Has he learned his lesson? Nah. Drummed out and drunk, along with Tiny, the two decide to divebomb the graduation ceremony—presided over by real-life World War I Canadian flying ace Billy Bishop, playing himself. Apparently this was a real graduation ceremony, too; Warners just filmed it. It’s a nice scene. Kids are joining the fight from all over, including the U.S., which had not entered the war yet:

Bishop: Where are you from, Grove?
Grove: Texas, sir.
Bishop: One of our most loyal provinces.
Grove: We think so, sir.
Bishop: Well, I think so, too.
Grove: Thank you.
Bishop: And we thank you for coming up here and helping us.

Then MacLean and Tiny show up. Tiny blacks out after a dive and crashes and dies. MacLean, whose idea it was, drops his head.

Again, that’s our hero.

‘Believe me, I would have’
I began to wonder if we’d see the source of conflict from the first half of the movie in the second. We do. The night before they ship out, Johnny, Blimp and Scrounger (Reginald Gardiner, playing dry, British comic relief, forever asking after tea), resplendent in their uniforms, show up at the super-fancy Club Penguin in Ottawa, and find Emily there. She’s resplendent, too, in evening gown, and she and Johnny talk. She comes clean.

Remember the bad things MacLean and her own father said about her? Well, now it’s her turn:

Brian married me for only one reason: to keep me from marrying you. To keep me from making a mess of your life. And I would have. Believe me, I would have.

That's so absurd it made me laugh out loud. 

The movie has four screenwriters. Two of them—Roland Gillett, a Brit, and longtime B-movie writer Arthur T. Horman—never wrote another Cagney picture. They’re credited with the story, and Horman with dialogue. The others, Richard Macaulay (“The Roaring Twenties”) and Norman Reilly Raine (“Emile Zola,” “Each Dawn I Die”), were probably brought in to help fix it. Michael Curtiz directed. His next two movies would be “Yankee Doodle Dandy” and “Casablanca.”

The mission at the end is to get planes from Newfoundland to England, and for that they need civilian pilots, too. Which is when MacLean shows up, pretending to be “Tiny.” (Everyone thinks another pilot died in that plane crash.) We get a nice bit when they’re reading out names:

Soldier: Francis Patrick Murphy.
Cagney: Here.
Soldier: Irish?
Cagney: Close.

Almost to England, the unarmed planes run into a Messerschmidt, piloted by a steely-eyed, high-cheekboned German, and they’re all sitting ducks. Then MacLean breaks formation and flies by the seat of his pants. He basically kamikazes the Messerschmidt, and both fall into the ocean, but the rest of the men are saved. Johnny, leading the team, lets them know, “The landfall bearing 020 degrees straight ahead of you, gentlemen, is England,” and we hear a reprise of the faux Churchill speech, ending with “We shall never surrender.” And that’s our end.

There are a couple of firsts associated with “Captains of the Clouds.” It was the first Hollywood movie filmed entirely on location in Canada, and it's Cagney's first movie in Technicolor. Probably any kind of color. It was filmed during the summer and fall of ’41, but it wasn’t released until February ’42, so it was probably one of the first “war” movies released after Pearl Harbor. I’m sure it hit home. It was also Cagney’s fourth movie in which he played a pilot. Fun fact: He was actually afraid of flying.