42nd Street (1933) is the classic, fast-paced, backstage movie musical - a refreshing film that changed the film musical forever and saved Warner Bros. studios from bankruptcy, helping it grow into a major studio. Set during the Depression and about the Depression, this film is considered the backstage musical par excellence, the grand-daddy of them all. It was based on the 'putting-on-a-show' tradition stemming from MGM's first sound film, The Broadway Melody (1929), another "backstage musical."

Its skillful direction was provided by Lloyd Bacon, with a funny, often sardonic screenplay by Rian James and James Seymour, and the film was nominated for Best Picture. The film succeeded by mixing veteran stars (George Brent, Warner Baxter and Bebe Daniels) with virtual new-comers (Ginger Rogers, Dick Powell and Ruby Keeler), and exotic chorus girls in abundance.

42nd Street was the first of three landmark musical films released in 1933 by Warner Bros. to revitalize the musical film genre (the other two films were Gold Diggers of 1933 (1933) and Footlight Parade (1933)). In contrast to the fantasy, escapist romantic dance musicals of Fred Astaire and Ginger Rogers that also began in the same year (Flying Down to Rio (1933)), this film was an unglamorized look at the tough realities of backstage life behind the footlights. The urban milieu of the film is filled with crisp, slangy, bitter dialogue and wisecracks, street-wise characters, topical references, desperately-striving chorines, dancers, and crew, and down-and-out references to the Depression.

As well as being one of the most commercially-successful films of its time, it was also the first major work of Busby Berkeley, a tremendously talented choreographer, whose direction of voyeuristic, surrealistic production numbers is illustrated in extravagant, musical numbers, giant kaleidoscopes of imagery, dancing girls forming abstract designs and patterns, and innovative camera images. He was particularly known for his overhead shots, freely-moving camera (dollies and pans), and for creating numbers especially-made for films that went far beyond conventional boundaries.

Many years later, the film became a Broadway adaptation - the second longest running American musical in Broadway history behind A Chorus Line. The spectacular, landmark show of the film (premiering in late August of 1980), with original direction and choreography by Gower Champion, opened at the famed Winter Garden Theater, and originally starred Tammy Grimes (as Dorothy Brock), Jerry Orbach (as Julian Marsh) and Wanda Richert (as Peggy Sawyer).

After the credits and the brief introduction of characters, the film opens with a shaky aerial view of mid-town Manhattan, presumably near 42nd Street. As car horns honk and the sounds of the elevated and other traffic fill the soundtrack, full frame closeups appear of street corner signs along 42nd Street: Vanderbilt Avenue and E. 42nd St., 8th Avenue and W. 42nd St., and 9th Avenue and W. 42nd St. Then, in quick succession: 6th, 5th, Lexington, and Third Avenues, and finally Times Square. The image dissolves into a view of a theatrical agent hanging up on a phone call and exclaiming:

OK. Say, Jones and Barry are doing a show!

The exciting, all-points news alert is passed by word of mouth from one person to another, because it means employment: an unemployed show girl, a drama reporter, and a date with her well-dressed hunk. Then, more voices join in. Multiple faces appear superimposed in a dancing kaleidoscope of images over a gigantic screen-filling close-up of lips speaking the same seven words. Telephone linemen testing the line tell a telephone operator the news. The eye-batting operator drawls back: "You're telling me?"

A closeup of an Actors' Equity Association contract fills the screen. The 1932 contract is an agreement stating that producers Jones and Barry have hired Dorothy Brock to "star in their musical production, 'Pretty Lady.'" With his hands on the contract, a rich, 'sugar daddy,' industrialist backer Abner Dillon (Guy Kibbee) exclaims:

Well, of course, I'm not a lawyer, I'm in the kiddie-car business. I don't know much about contracts, but - it looks good to me.

What also "looks good" to him is what the camera pans across to - a mirror-reflected pair of legs of leading lady Dorothy Brock (Bebe Daniels). Dorothy peers over the top of a New Yorker Magazine (with its trademark cover): "It's the biggest contract I ever signed. Thanks to you, Mr. Dillon." Dressed in a tiara and evening clothes, Dorothy is graciously sweet and thankful for Dillon's support in getting the part during "this Depression." Although she sweet-talked him into giving her the lead role, she keeps her lecherous, but rich benefactor at a distance when he creepily asks:

Dillon: Well Dorothy, I'd like to do something for you.
Dorothy: You've done entirely too much for me already. And I just can't tell you how much I appreciate it. (She hands him his hat)
Dillon: No, no, no, I mean, uh, I mean, I'd like to do something for you - if you'd do something for me.
Dorothy: Why Mr. Dillon, of course I'd be very glad to. But what could I possibly do for a big man like you?
Dillon: Call me Abner?

The scene dissolves to the office name plate of "Jones and Barry, Theatrical Enterprises." Producers Jones (Robert McWade) and Barry (Ned Sparks) are planning to stage Pretty Lady - a Broadway musical, despite the Depression, and they have hired the well-known "musical comedy director" Julian Marsh (Warner Baxter). In close-up, the unseen director signs the Jones/Barry contract.

The show is guaranteed to be successful because the show's producer Dillon "guarantees to finance" anything that his personal favorite Dorothy Brock is in, but Marsh is unimpressed by her prima donna star value: "These days, stars like Dorothy Brock are a dime a dozen." Bankrupt and broke from the Stock Market Crash in 1929, a wild-eyed Marsh is only interested in recouping his economic fortunes:

Barry: That's what we got you for Julian - Julian Marsh, the greatest musical comedy director in America today.
Marsh: What do you mean, today?
Jones: All right, tomorrow too.
Barry: Say, with your reputation.
Marsh: Did you ever try to cash a reputation in a bank? I'm in this for one reason only - money.
Barry: Money? You? Say, with all the hits you've had, you ought to be worth plenty.
Marsh: Yeah, I ought to be, but I'm not. Did you ever hear of Wall Street?

On the phone, in a call from Marsh's doctor, the tired, cigarette chain-smoking director is told that he is very ill, but the haggard Marsh wants to risk working on the show anyway:

Good Lord man, you're not a machine. That body of yours will just stand so much...You're not just headed for another nervous breakdown. Any undue strain on your part might easily prove fatal.

The producers are anxiously skeptical of his strength and viability, but he assures them: "You'll get your Pretty Lady. You haven't got anything to worry about. I'm not gonna let you down because I can't afford to." During a soliloquy, the obsessed, tyrannical director looks out the office window toward an unseen street, counting on the success of his last show to take care of him through retirement with a respectable income. Recounting bitterly how his "fair-weather friends" and "women" took his money, he will now stake everything to make Pretty Lady a hit:

I've given everything I've had to that gulch down there and it's taken all I had to offer. Oh it paid me, sure, in money I couldn't hang on to. Fair-weather friends, women, headlines! Hah! Why even the cops and the newsboys recognize me on sight - Marsh, the Magnificent, Marsh the Slave-Driver! Actors tell you how Marsh drove 'em and bullied 'em and even tore it out of 'em! And maybe there's a few that'll tell you how Marsh really made 'em. And they all got something to show for it - except Marsh. Well, this is my last shot! I'll make a few more actors, but this time, I'm gonna sock my money away so hard that they'll have to blast to find enough to buy a newspaper. That's why I'm goin' ahead with Pretty Lady. And Pretty Lady's got to be a hit. It's my last show and it's got to be my best. You're counting on me. Well, I'm counting on Pretty Lady, cause it's got to support me for a long time to come.

Before leaving the office, Marsh turns and warns his producers that he will be a demanding, autocratic Boss:

Remember, my contract makes me boss with a capital B. And what I say goes. Make a chorus call for ten o'clock tomorrow.

At the first casting call for Pretty Lady, the stage is filled with eager hopefuls and chorus girls who are auditioning for Marsh's show. The camera sweeps across the crowded stage, documenting the excitement and electricity of the assembled prospects. The short dance director/choreographer Andy Lee (George E. Stone), (who is responsible for selecting the chorus girls) is singled out as he comes up to gum-chewing Jerry (Harry Akst) and stage manager MacElroy (Allen Jenkins):

Andy: How's the turnout?
MacElroy: About fifty-fifty. Half are dumb and the other half are dumber.

One of the hopeful chorus girls who has something going with Andy, Lorraine Fleming (Una Merkel), (wearing an odd Tartan outfit), conspicuously waves at him, causing him to cringe. She tells anyone who wants to know the reason for his half-pained response: "He's so busy." Privately and in a nervous tone, Andy tells Lorraine, a peroxide blonde, to scram:

Andy: What do you want to do? Get me canned? Well listen, you're set, you're in. Now scram, will ya?
Lorraine: Oh darling. You're just too sweet the way you keep spoiling me.

As they part, Andy bumps into another blonde hopeful carrying a Pekingese (named Fifi) - a monocled Ann Lowell (Ginger Rogers). She speaks in an affected English accent with an air of aristocracy, but friend Lorraine recognizes her through her disguise: "Hey Ann, come out from under that accent. I see you." A risque, pre-Hayes Code remark pops up in their conversation, revealing Ann's notorious reputation:

Andy: Not 'Anytime Annie'? Say, who could forget her? She only said 'no' once, and then she didn't hear the question!
Lorraine (to Annie): Gee, you been abroad?

When Marsh arrives on the stage, the prospects are told to line up to display themselves, the dancers in front, the showgirls behind them, and the men behind them. While the crowd jostles around, Annie throws a nasty, humorous one-liner at a backstage rival: "Must have been tough on your mother not having any children." One of the young, raw, wide-eyed, naively-confused girls is Peggy Sawyer (Ruby Keeler in her film debut), who appears from behind a piano being hauled onto the stage. In the tremendously competitive atmosphere backstage, the classic ingenue is instantly marked as a innocent by a tough, experienced chorine:

Chorine: You, uh, looking for somebody - or just shopping around?
Peggy: Could you tell me where I'll find the gentleman in charge?
Chorine: First door to your left, dearie!

The 'first door to your left' is the men's room. Then, to further embarrass a bewildered Peggy, who has never been in a Broadway production before, she is sent to another door across the hall - this time to the dressing-room of cherubic Billy Lawler (Dick Powell in his fourth film), the show's leading man. In their typical 'boy-meets-girl' confrontation, she is acutely embarrassed and shields her face after walking in on half-dressed Billy as he dresses in his underwear. He immodestly introduces himself as a well-known juvenile lead and takes a fancy to her:

Billy: I'm Billy Lawler, one of Broadway's better juveniles.
Peggy: Oh, I thought you were important.
Billy: Say, that's the way a lot of people feel about juveniles, only most of 'em aren't so frank about it. You're new to show business, aren't ya?
Peggy: Oh, I've had experience.
Billy: How many shows?
Peggy: Oh, why any number of them.
Billy: Come on now, come on.
Peggy: Well, to tell you the truth...
Billy: I want the truth.
Peggy: This will be my first, if they take me.
Billy: If they take you? Say, you can't miss. I'll take you in myself. I'll steer you right up to the stage director.

More nasty wise-cracks from backstage, dirty-minded chorines greet them as they leave his dressing room together and the self-important star protects her from the gauntlet of remarks:

- A short order of ham coming out.
- Well, if it isn't Little Lord Fauntleroy and the village maiden.
- Made in New York and all points west.

Billy tells MacElroy that he is escorting Peggy to see Marsh: "She wants to see Marsh." MacElroy observes sarcastically: "That'll just about make Marsh's day perfect." Billy ends up pointing out and pushing dewey-eyed Peggy toward Marsh's direction. The newcomer is blocked by a line of chorines. When she breaks into the line, she is coldly told to "quit shoving." After witnessing Peggy's intrusion, Lorraine, in a marvelous gesture, looks over at Ann, drops her jaw and shakes her head - indicating non-verbally that Peggy is a stupid idiot.

During the casting call tryouts, the chorus dames are treated like cattle. As the camera pans down the line of hopefuls, the males in charge command the girls to show off the attractiveness of their legs - the explicit criteria for their selection:

Andy: Lift your skirts up a little higher, come on, come on...Now lift your dresses up.
Marsh: Come on, higher, higher, I want to see the legs...Turn around.
Andy: Come on, turn around.

Watching the auditions from the audience, producer Barry, while chomping on an unlit cigar snarls sourly at sexually-excited Abner Dillon:

Yeah, they got pretty faces too.

Annie and Lorraine prove to be helpful to Peggy. To help all three of them win parts in the chorus "by special request," Lorraine holds up three fingers and flirtatiously primps her hair toward Andy:

Annie: (to Peggy) Stick with us girl, and you'll come in on the tide...
Andy: OK, those three on the left, Mr. Marsh. If I were you, I'd keep 'em.
Marsh: (impervious to the sexual barter going on) I suppose if I don't, you'll have to. Oh, Lorraine again, huh? Ha, ha. Andy, you're a penny. All right, have it your way.

More tawdry comments are made between back-biting, starving, hustling backstage girls. After one girl gives her address as Park Avenue, Annie cattily quips from behind about how she supplements her dancing salary: "And is her homework tough!" After a roll-call of the girls, Andy tells Marsh that they "are a girl short" - he only counts 39 girls. Autocratically, Marsh screams and snaps at his dance director:

Get another girl. You don't expect to stand there and take a blonde out of your pant's leg, do ya?

Billy befriends and saves the virtuous Peggy ingenue one more time, pointing out to Marsh that although Peggy has been eliminated, she is still backstage. Peggy's legs from her un-seen, sleeping frame are seen poking out from behind a stage flat: "You don't have to wait. And she's a swell dancer too. And you picked her once, but she got eliminated the third time through." After a lot of laughter when she is summoned: "Hey you with the legs, come out of there!", Sawyer (still in dreamland) is dragged over in front of the annoyed director and told: "All right, she'll do." The youngster beams back a big, bright, overjoyed smile toward Billy.